


It's a Little Bit Like Falling Up

by GremlinSR



Series: Irondad [3]
Category: The Avengers (Marvel) - All Media Types
Genre: Alternate Universe - Different First Meeting, Aunt May is dead, Don't copy to another site, Family Fluff, Female Peter Parker, Found Family, Gen, Iron Family, Irondad, Kidnapping, Post-Endgame, Threats of torture against a minor, Tony Stark Has A Heart, Tony Stark Lives
Language: English
Status: Completed
Published: 2019-09-13
Updated: 2019-10-05
Packaged: 2020-11-02 04:21:09
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 33,172
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20620004
Author URL: https://archiveofourown.org/users/GremlinSR/pseuds/GremlinSR
Summary: When Penny Parker saved Morgan Stark she didn't expect anything to come of it. In fact, she'd learned not to expect much of anything from anybody after returning from being dust.She hadn't counted on Tony Stark's inability to let a little thing like finding and thanking the person who saved his daughter go. Or on his determination to save her right back.





	1. Chapter 1

Penny pressed her back against the wall, muscles tensed and fingers and toes clinging to the crumbling brick behind her, body tucked into a shadowed nook in the corner of the warehouse. The men below her were bustling around, two of them setting up a video camera, another hovering over a laptop, brow furrowed.

A fourth was looming over the small figure sitting in a chair with her arms tied behind her back, silent except for a small whimper every few seconds and stifled sobs. There was a black bag over the kid’s head but Penny could tell that she was probably a girl from the long blue skirt she was wearing. Her shirt was bright red and featured Iron Man on the front and Penny had a strong feeling the kid had dressed herself that morning because those colors clashed something awful. Penny could tell how loved she was by the bright white tennis shoe with an intricate flower drawn on the side with sharpies. Somebody who cared about her had done that, and these men had taken her from them.

“We about ready? I’m tired of this kid already and we haven’t even asked for the ransom yet.”

Penny pressed her lips together. She could hear her breath, feel it puffing against the material of her mask. She had no idea what to do. She’d heard the little girl screaming while she was webbing past a few blocks away, moving quickly to get back to the group home before lights out. Of course, she'd changed directions to see what was happening. When she’d arrived, there had been seven men in fatigues carrying guns slung over their shoulders, and one of them had had a struggling kid under his arm.

She’d managed to stick to the shadows (thank god for the cloud cover blocking out the moon or she would have been spotted for sure) and crawl in through a window that had been left open at some point. That had been almost forty-five minutes ago and she still wasn’t sure what the right move was.

Her phone was dead so she couldn’t call the police and she wasn’t sure she could protect the hostage and take out all the men. They moved and communicated like professionals, even if they were baseline humans. The other three were patrolling outside, she could hear their sure footsteps and constant updates over their comms. That made taking them out one by one without alerting the others that there was trouble impossible.

_ Think, Penny, think. _ What was the point in being top of her class at Midtown if she couldn’t outwit a couple of thugs? She bit her lip and looked up at the rafters high above them. At least that was one thing going for her - easy swinging while she was inside. The yard outside of the warehouse, however, was distressingly large with no conveniently high places to swing from, but she knew there were a few containers and building materials piled in the back that she could use as cover while running at least.

Still, getting to the girl, untying her, and getting away without either of them being shot would be almost impossible. So Penny resigned herself to waiting and watching.

A few minutes later, the man at the computer sat back. “Okay, we’re ready. Masks on, then into position.”

Penny narrowed her eyes and shifted forward when they pulled out ski masks and pulled them on. Two of them went to stand on either side of the girl after switching on a floodlight behind the camera to illuminate the pathetic figure she made. Penny swallowed, already feeling awful for whoever this girl’s parents were.

The computer guy, face now covered, lifted three fingers before ticking them down. A moment later, the sound of a phone ringing filled the room, emitting from the speakers of the laptop. After three rings somebody picked up.

“Stark,” a clipped voice said and Penny barely held back a gasp. If that was Tony Stark, then that meant...

“Hello, Mr. Stark. I believe we have something that belongs to you.” Penny would have rolled her eyes at the cliché line if it wasn’t referring to the kidnapped daughter of the man who had saved half the universe just months ago - including Penny herself.

“Daddy!” the little girl sobbed. “Daddy, I’m scared.” Penny’s chest clenched and she blinked back tears.

“I swear to god if you’ve hurt her -”

“You’ll what? I guarantee there’s nothing you can do fast enough to keep us from putting a bullet in her.” Silence met his proclamation. “Is that what you want, Stark?”

There was a rush of air as Mr. Stark presumably released a deep breath. “You know it isn’t.” It was a special kind of awful, hearing Iron Man sound so defeated.

“Well, follow our instructions and you won’t have to worry about it. I’m not completely heartless, so why don’t we switch this to video and let you see your little angel, huh?” 

The man tapped away at the keyboard and a moment later a ragged breath filled the room. “Jesus,” Tony said. “Morgan, baby, can you hear me? I’m going to get you out of there, sweetheart.”

“Daddy,” she said again but was crying too hard to get anything else out. Another gesture from the man and the bag was ripped off her head, making her scream shortly in surprise and blink into the bright light.

Morgan Stark was a bit of a darling of the media and for good reason. She was a beautiful child who had smiles for everyone - even paparazzi on the very, very rare occasion that they caught a picture of her. She was a perfect mix of Tony and Pepper Stark with wide brown eyes and wavy dark hair, but right now her eyes were swollen and red and snot was mixing with the tears on her face. It was pitiful and heartbreaking and Penny’s determination to save her solidified. 

She would get that little girl out of this dingy warehouse and away from these monsters, or she would die trying.

“Morgan, baby, it’s going to be okay. I promise, sweetheart, I’ll get you home.”

She hung her head and curled her shoulders in. “O-okay, daddy. I l-love you three thousand.” 

That was definitely a sob Penny heard from Mr. Stark’s end of the line but his voice was clear when he said, “I love you too, baby.”

“Very touching. But if you want to keep your promise, you’d better listen carefully to our instructions. In twenty minutes, we want two billion dollars put into the account I’m about to send the information for to your phone.” He paused, but there was no reaction from Mr. Stark at the number so he continued talking. “As extra...incentive for you to move quickly, every five minutes that goes by without that money in our account, we’ll take one of these precious little fingers.”

“No!” Mr. Stark yelled. “Jesus, don’t - it’s impossible to get you two billion dollars in five minutes.”

“I didn’t think Iron Man did impossible. Tick tock, the timer starts...now.”

She heard muffled yelling from the other side of the line and Mr. Stark clearly saying to someone in the background, “Just _ get it done.” _

“I’m going to hang up now, but don’t worry, I’ve also sent along a link to a live feed so you can keep an eye on your little girl. Wouldn’t want you to miss out on the consequences if you don’t get our money to us.”

“Wait -” 

“Daddy!”

Penny felt sick but she couldn’t give herself time to think about the heartbreaking conversation she’d just heard. It was obvious these men _ wanted _ to hurt Morgan and that five minutes would not be enough time to get the money to them. She was pretty sure that even billionaires didn’t just leave that much cash lying around in accounts.

She scrambled up the wall, mentally keeping count of the time while being careful not to be spotted. It was difficult to block out Morgan’s pitiful little sobs while she carefully set up what she needed for her - admittedly long-shot - plan. 

Her preparations were barely complete when she heard computer guy say, “Well, time’s up. You know what to do.” He sounded gleeful, and Penny wondered what Mr. Stark could have done to make them hate him so much.

Penny leaned over the railing to watch, waiting for the perfect moment to make her move. Both men moved the guns from their hands to their backs (which was great for her) and Penny flexed her fingers and rolled her shoulders. Adrenaline was thrumming through her veins and something in her went cold when one of them untied Morgan’s arms and forced her to straighten one out to the side where the camera would be able to pick up every detail of what they planned to do. 

The other had pulled a pair of miniature bolt cutters from his back pocket and was now moving towards her, reaching for her fingers. Penny aimed at the fourth man who was standing with his semi-automatic held loosely in his hands behind the camera and let her webbing fly. At the same time, she dropped from the rafter, slowing her descent with another stretch of web.

The man shouted when she tugged the gun from his grasp and flung it across the room and the other two men paused in their attempts to subdue a kicking, screaming, and biting Morgan. Penny was actually kind of impressed when she used their distraction to sink her teeth into bolt cutters’ arm. 

Penny landed behind them and wasted no time punching bolt cutters in the face hard enough to knock him out. She then ducked down in one smooth movement and brought her leg up and over Morgan. It smacked the other man’s jaw with a _ crack _ and he dropped to the ground.

Both of the other men in the room were already moving towards her, computer guy pulling a sidearm from a holster at his hip. Instead of attacking, Penny flipped over the chair, crouched down, grabbed a wide-eyed Morgan under the arms and tossed her high into the air - not as hard as she could have, but hard enough to send her flying up a good twenty feet. Her little arms flailed and she screamed, high and sharp, before landing with a soft _ oof _ in the web Penny had strung out across the rafters.

Her spidey sense tingled and she ducked just before she heard the gunshot. The bullet grazed her cheek, leaving what felt like a blaze of fire in its wake, but she was already kicking the legs out from under the man she’d taken the semi-automatic from and webbing the gun in computer guy’s hand.

“Not so tough now, are you?” she taunted and flipped him over her shoulder when he tried to punch her with the webbed fist. Two quick flicks of her wrist had him stuck to the floor. She turned and knocked out the last guy with another well-placed kick. 

“That was a pretty damn pathetic showing, actually, but it’s exactly what I’d expect from guys who get their kicks from hurting little girls,” she said to computer guy, who was furiously struggling against the webbing and screaming obscenities at her. "Hey, you shouldn't swear in front of children." She took great joy in webbing his mouth shut.

A set of doors to her right burst open and the three men who had been patrolling outside raced into the room. Her guess that they were professionals was proven correct when they took in the situation within seconds and started spraying bullets in her direction. She twisted and kicked the chair Morgan had been sitting in at them. Two of them had to stop shooting to dodge it. The third lost his gun to her webbing and she took the chance to get out of there.

“We’ll meet you at Stark Tower!” she yelled towards the camera before webbing up to the ceiling, snatching Morgan from the web she’d made on her way past. 

The girl wrapped her arms and legs around her and clung tightly when Penny took off running across the rafters, zig-zagging between them in easy bounds when the men turned their guns upwards. The sound was deafening and it didn’t help that Morgan was screaming in her ear while sharp pieces of wood peppered them from all sides when bullets took chunks from the beam she was running across and the ceiling above her. 

The windows were close - only ten feet away - when her leg gave out from under her and she fell hard. Penny wrapped one arm around Morgan’s back and cushioned her head with her other hand, managing to keep her from getting hurt when they bounced across the old wood, sending dust flying.

Penny gritted her teeth against a scream when pain bloomed in her thigh. She’d been hit. The men had stopped shooting after she went down and Morgan’s whimpers were loud in her ear. Penny flexed her leg and glanced down at it. There was a disturbingly large chunk taken out of her thigh but it didn’t look like the bullet had hit anything vital. She was pretty sure she’d be able to run on it.

“Did we hit her?” one of them called.

“Must’ve. Come on, we need to get up there.”

Penny took a breath and focused back on Morgan, who was staring up at her, dark hair spread around her and expression serious. “Are you okay?” Morgan whispered.

“Yeah, I'm just a little shot but it’s not bad,” Penny whispered, wishing she could smile reassuringly but the mask and goggles made it a bit tough to communicate anything via her expression. “I’m going to get us out of here but I need you to do something really important for me, okay?”

“Okay,” Morgan said solemnly. “Don’t worry, daddy says I’m the bravest.”

Penny could hear the men dragging something across the floor and computer guy yelling, “Turn off the damn camera!”

“That’s good because I’m not gonna lie, this next part might be a bit scary, but I promise you’ll be okay.” Morgan nodded and Penny swallowed back the bile rising in her throat. This was going to hurt. A lot. “Your job is to hold on to me really, really, tight and not let go no matter what happens, okay?”

Morgan wrapped her arms back around her neck and her legs around her waist. “Like this?” she whispered.

“Yep, just like that. Here.” She took off her goggles and fitted them over Morgan’s head. “Those are my very special goggles, sweetpea. They've always kept me safe and they’re going to keep you safe, now.” The endearment May used to call her slipped out almost unconsciously, but it felt right. It had always made her feel better on the bad nights after her parents' and then Uncle Ben's deaths, and she hoped it would offer Morgan some comfort now.

Morgan sniffled. The men were now discussing who would be climbing up to retrieve them and Penny could feel the blood on her leg, hot and sticky. 

“Okay,” she said shakily, then, “I’m Morgan Stark.”

Penny hesitated before saying, “My super-hero name is Spider-woman, but since you’re the bravest girl I’ve ever met you can call me Penny, okay? Just don’t tell anyone that’s my real name - it’s a secret.”

“I won’t, I promise.”

“Okay. Tuck your face in my neck. Good girl. Now hold on tight, tight, tight,” she whispered, then gathered her strength and shot to her feet.

Her leg wobbled but held and she ignored the shouts behind her and took off at a sprint. Agony flared from her wound but the adrenaline allowed her to push through it. Bullets were spraying around them again but Morgan didn’t scream this time. She just clung tighter and pressed her face harder into her neck.

Penny lifted her arm and aimed for the spot just above the large dirty window that was now only a few feet away. Her web caught and a moment later she was airborne, hunching her body over Morgan’s and covering the back of her head with her free hand. They hit the window and shattering glass joined the cacophony of noise behind them. Penny felt shards of it tearing at her clothes and cutting into her skin in places, but then they were free of the building and sailing through the night air. 

The webbing caught on the window and jerked them upwards. Penny was already scanning the yard for a good place to land. She chose a large crate and after a quick calculation released the web. Morgan was shaking in her arms but she didn’t let go or make a sound and Penny gritted her teeth and braced for impact. 

Her feet hit the crate and she couldn’t stop the scream of pain that ripped from her throat. It was instinct that carried her forward into a roll, neatly avoiding smashing Morgan against the surface. She came to her feet at a run, well aware that the men wouldn’t be far behind her.

She jumped off the crate and made sure she landed mostly on her left foot. “You’re doing great, Morgan,” she said and dodged around a pallet stacked high with steel bars. “Soon you’ll be home with your mom and dad, I promise.”

Morgan didn’t respond but she did cling harder to the material of her suit. Penny could feel the edge of her goggles digging into her neck and the sound of their ragged breathing and her stuttering run was loud in the cool night air.

“Which way did they go?” someone yelled from the direction of the warehouse.

“I don’t know - pull the car around. Fuck, we have to get her back! This was it, our only chance.”

Penny put on another burst of speed when she came around a pile of tires and saw the gate ahead, looming ten feet in the air and topped with barbed wire. 

Ten feet was nothing for Spider-woman, injury or no injury. Her smile was wild and triumphant as she sailed over it and Morgan let out a small whoop when they landed safely on the other side. She heard shouts but she was already moving for the train station, high above the ground in this part of Queens and the perfect thing to use to web back towards Manhattan.

She waited until they were blocks away, perched above a subway stop, to rest. Her whole leg was wet with blood but she didn’t feel dizzy. Not yet. She sat down and let out a breath. “Okay, Morgan, you can let go, now.”

She didn’t see blood on the girl or feel any rips in the fabric of her shirt, so it seemed she’d made it through the window unscathed. Unlike Penny, who probably looked a bit like a horror show. Morgan leaned back and pushed up her goggles and Penny prepared herself for tears or screaming. 

What she got, however, was a wide smile and bright brown eyes, lit by a streetlamp somewhere behind them. “That was so cool! Thanks for saving me, Penny. Are you a superhero, like daddy? Did you build a suit that makes you super fast? Do you make webs like spiders? Are you -”

Penny laughed and held up her hands. “Woah, woah, one question at a time. First of all, you’re welcome. To answer your questions: I made the web formula, it doesn’t come from inside of me, and I use these web-shooters to fling them.” Morgan showed them the proper amount of awe when she lifted her sleeves to show her while she continued. “I got my powers when a radioactive spider bit me, no suit needed. And Morgan, thank you for being so brave and helping me get us out of there.” 

Morgan beamed at her. “Sometimes I help my daddy with his suit,” she said smugly. “Though he said he’s retired now cause he only has one real arm and his burns hurt him.”

Penny had a feeling Iron Man would _ not _ want Morgan to be telling her those things, but she was well aware that kids didn’t have much of a filter. She watched the younger children at the group home all the time. Which made it especially stupid that she’d told Morgan her real name, but the kid had just looked so scared that she’d wanted to give her something special, and her name was about all Penny had left in the world.

“I bet you’re a pretty good engineer,” she said softly.

“That’s what daddy says.”

“Well, Morgan, I was wondering if I could ask you for another favor. It’s kind of a big one.”

“Of course! Do you need me to make you a suit? Yours is kind of...”

“Hey, I made this suit myself!”

Morgan wrinkled her nose and it was pretty damn cute. “Oh.”

Penny rolled her eyes. “I got hurt, and I was wondering if it would be okay if I ripped the bottom of your skirt to use as a bandage. I’m sorry to ask -”

“That’s okay, Penny! I have lots of skirts at home. Are you hurt bad? You’re bleeding a lot.” Penny looked down at the various spots of blood blooming on her. Her right leg was covered in the stuff from her thigh to a bit below her knee. She’d have to make a new suit, this one was trashed.

“Nope,” Penny said and set her down at her side. “It looks a little gross, but I actually heal really, really fast, so it’s no biggie.”

She carefully ripped a strip of fabric from the bottom of Morgan’s long skirt. Morgan was leaning forward to look over the ledge and Penny kept a close eye on her to make sure she didn’t fall. Now that she wasn’t being held at gunpoint, Morgan seemed pretty fearless. 

Penny took a deep breath before gritting her teeth and wrapping the cloth snuggly around her leg. The bleeding was already slowing now that she’d stopped to rest but she knew she’d need to stay stationary for at least a few hours before it would be well and truly on its way to healing.

“That’s a lot of blood,” Morgan said doubtfully, eyeing her pants.

“Yeah, but I regenerate fast. Don’t worry about me, sweatpea. Come on, we should get you home. Your parents are probably pretty worried.” 

Penny held out her arms and Morgan happily went back to her octopus impression. “You holding on tight?”

“Yep!” Morgan said after putting the too-big goggles back down, which was just all sorts of adorable. Penny couldn’t believe there was anybody who could look at that face and want to hurt her.

“Alright, one, two, three!” she yelled the last word and stepped off the roof of the tracks. Morgan let out a delighted scream when the first web caught and they swung forward. 

“This is so cool!” She was looking around them with no hint of fear and every time they dropped into freefall before they caught on the next web she’d laugh, loud and sweet.

The tight, miserable ball that had been coiled in Penny’s chest since she came back to a world where she was all alone loosened just a bit. She had almost forgotten that there were still pure, wonderful things worth fighting for. How Morgan could be so full of joy after what she’d just gone through was baffling and more than a little awe-inspiring.

It took them a few hours to get back to Midtown since Penny had to stop and rest twice thanks to blood loss. Each time Morgan had peppered her with questions and for some reason, Penny felt compelled to answer them truthfully. Maybe it's because she hadn't felt this connected to another human being for almost five months.

“Where do you live?

“Queens.”

“With your parents?”

Penny had swallowed and looked away. “No,” she said quietly. “My parents died a long time ago.”

“So who do you live with?”

“I...don’t really have anybody.”

“That’s so sad.”

Penny had reached over to ruffle her hair. “It’s not so bad, sweetpea.”

After that, she’d turned the conversation towards favorite movies. Penny didn’t recognize half the ones Morgan named off. She hadn’t exactly caught up on the last few years of cinema.

By the time Stark Tower came into view the sky was starting to lighten and Morgan was half-asleep. Apparently, the Starks had bought it back a few months after Thanos snapped half the world away and it had become a symbol of hope and victory after Tony Stark had brought everyone back.

“Look, Morgan, you’re home,” Penny whispered. 

Morgan lifted her head and blinked blearily at the building across the street. “Mom and dad are there?”

“They sure are. Okay, you holding on?

Morgan perked up and nodded enthusiastically. They were standing at the edge of the building directly across the street from the tower and with her sharp vision she could see Tony and Pepper Stark standing anxiously in front of the building, drawing strange looks from the people around them along with a bit of a crowd that was being held back by security. She’d planned on taking Morgan to the roof but she supposed this would have to do, even if it meant probably being caught on video from one of the people on the street.

With Morgan holding on tight she lowered herself over the edge of the building and started crawling down the side of it feet first. Her leg was screaming at her but she ignored it. She was almost done with this whole awful, wonderful night. Awful because of the situation and wonderful because she’d gotten to meet someone as special as Morgan.

Her feet finally touched the ground and the first shout from across the street sounded. “Tony! There! I see them.”

Morgan let herself be lifted down to the ground before she reached up to pull off the goggles and turn eagerly towards her parents, who had bowled over a few of the people loitering on the sidewalk and were sprinting across the street without care of the traffic. Penny swallowed and knelt down next to Morgan, pulling her attention back to her.

“It was nice meeting you, Morgan,” she whispered and her voice wobbled just a bit.

Morgan leaned over and hugged her. “It was nice meeting you, too. Do you want to come inside and see my bedroom?”

Penny sniffed and pushed her away gently. The footsteps were almost on top of them. “Sorry, sweetpea, I can’t. Thanks for being such a big helper,” she said and leaped up onto the building just as Tony Stark fell to his knees and swept Morgan into a hug, followed quickly by his wife. Both of them were crying and running their hands over every inch of Morgan, checking for wounds. 

For just a moment Penny froze, watching the family with a mixture of relief, pride, and jealousy. Then the first of the onlookers appeared, holding up their phone, and she flinched out of her daze. When she glanced back over all three Starks were staring up at her.

“Thank you,” Mrs. Stark said. “Thank you so much.”

“You forgot your goggles!” Morgan yelled.

“Keep them, sweetpea!” she called back, then turned to make her way up the building.

“Wait!” she paused again and glanced over her shoulder, recognizing Tony Stark’s voice from the multiple times she'd seen him on a screen. He was holding one hand out towards her - the flesh one, not the prosthetic she knew was under the hoodie he was wearing. “You’re hurt,” he said and jerked his head towards her leg. “Come inside, let us patch you up.”

Penny swallowed painfully. Part of her wanted to say yes - wanted to soak in the warmth of Morgan’s smile, let the love the three of them obviously held for each other soothe the scars in her heart for just a little while. Instead, she shored herself up and shook her head. “Sorry, but I’ve got this whole secret identity thing going, can’t really do house calls.” She sent a cheeky peace sign at the onlookers before she attached a web to the side of the building and swung away.

This time she didn’t look back, not even when Morgan screamed at her to come back. 

**Notes for the Chapter:**

> Hope you're ready for cuteness. *Pumps a shotgun loaded with fluff*


	2. Chapter 2

**Summary for the Chapter:**

> Penny realizes that maybe she can find a place for herself in this new world after all, and Tony has never been one to give up on something once he decides to do it.

“I covered for you,” Lenny said.

He was waiting outside the bathroom, leaning against the wall with his arms crossed over his chest. She’d come in through the bathroom window about an hour ago. Its latch had been broken sometime before Penny moved in and she’d used it more than once. She had snuck into the bedroom she shared with two other girls and grabbed clean clothes, moving the lump that somebody had formed in her bed using an extra pillow to make it look like she was sleeping there.

“The pillow was you?” she asked. Her leg was wrapped in bandages and it was a struggle not to limp too obviously.

“Yep. Told Jonie that you weren’t feeling well and went to bed early.”

Penny turned towards her bedroom, unsurprised when he followed her. “What do you want in exchange?” She’d learned pretty quickly that Lenny didn’t do favors for free.

“How about a few of those candy bars I know you’re hoarding in your dresser?”

Penny swallowed. It was hard for her to get the extra calories she needed as Spider-woman. She wasn't being starved, it was just that she ate a lot more than the average kid and if she started devouring half her weight in food every day somebody was bound to notice. 

So she snacked - a lot. Most of her stash came from grateful Bodega owners who gave her free food whenever she popped by. She hated taking advantage but it was either that or start doing a really convincing Jack Skellington impression.

“Fine,” she said steadily and closed the door in his face. 

It may be annoying having to give up some of her precious calories but Lenny had saved her butt and he knew it. If she got kicked out of this group home she’d probably end up so far away from Midtown that she wouldn’t be able to attend anymore. They’d honored her pre-Snap scholarship, thank god, so she still had a spot when she came back to existence, even if she’d had nothing else.

She waved hello to Cassie who was just getting out of bed. She nodded and didn’t say anything about Penny’s absence the night before, but then she might not have noticed. 

Hannah, her other roommate, wouldn’t say anything since she snuck out at least three times a week and wouldn’t want to risk Penny retaliating by ratting her out. Penny took her time braiding her hair, using the routine as a chance to sit on her bed and stay off her leg. The graze on her cheek had healed enough to mostly be unnoticeable under the concealer she’d piled on. 

The rest would follow soon but she was going to be walking pretty gingerly all day. At least it was conceivably cool enough outside to wear a long-sleeved shirt. The number of bandaids she was rocking was not normal.

She climbed down the ladder of her bunk bed instead of leaping down like she usually did and grabbed her backpack, making sure it had all her books (and the bag containing her bloody suit that she planned on tossing in a random dumpster on her way to school). She then opened one of the two dresser drawers she’d been given when she moved in and pulled out three Snickers bars. 

The group home surprisingly wasn’t some free-for-all dog-eat-dog situation. She didn’t have to worry about people going through her things or stealing them. Jonie, the lead caretaker, ran it with an iron fist and any attempts at harassment or bullying were met with swift punishment. There was a hard ‘three strikes and you’re out’ rule for all the group homes in the city and Jonie didn’t hesitate to use it in the face of violence or intimidation tactics. 

After three strikes you were sent to one of the homes for ‘troubled youth’ that were, according to rumors, a lot less pleasant. The whole system had been set up after the Snap when there’d been more orphans than anybody knew what to do with.

The foster care system had been overrun and the number of homeless children was staggering. The US had set up what was essentially a bunch of orphanages, though nobody wanted to call them that. They had an extreme amount of oversight to prevent abuse from other children and administrators alike. Penny would be impressed if she hadn’t been one of the unlucky that were shuffled into the system upon her return to life. Not that she wasn’t thankful she had a safe place to live - she was. It’s just that Spider-woman made it tough to stick to curfew, and she was already on her second strike thanks to crime popping up at inconvenient times. 

Penny pushed the candy bars into Lenny’s hands when she left her room and stepped back to allow a girl wearing a robe and carrying a towel to pass. “Thanks again, Lenny,” she muttered.

Jonie was already in the kitchen when Penny managed to make her way down the creaky but sturdy stairs and into the common areas that made up most of the first floor. She was somewhere in her thirties and had dark blonde hair that was just starting to show hints of gray. She favored large sweaters and leggings and was free with her smiles.

“Hey, Penny,” she said mildly. “Sleep well?”

Penny froze where she’d been about to fill a bowl with cereal. “Um. Yes?”

Jonie threw down her towel and turned, crossing her arms over her chest. “Penny, I know you didn’t come home last night.” She held up a hand when Penny dropped her bowl with a clang on the table. “I’m not going to give you a strike. I know you’re not out causing trouble. But the other caretakers would have. You’re lucky it was me on night duty.”

Penny ducked her head. “I know, Jonie, I’m sorry. I just - I was out for a walk and I got distracted. By the time I realized it was past curfew it was too late, so I stayed with a friend.”

A hand ruffled her hair and she looked up. Jonie’s expression was pinched but there was a softness around her eyes. “You’re a good kid, Penny. Always helping out the younger ones and doing extra chores. You get good grades, too. You have such a bright future ahead of you, don’t mess it up, okay? I wish the system was a little less reactionary - you’re a teenager, you’re going to screw up more than three times - but this is the world we live in right now. So please, please don’t come in after curfew again.”

Penny bit her lip and nodded. “Okay, Jonie, I’m sorry.”

“I know, sweetheart.” She dropped her hand and Penny wished that she’d hug her but knew she couldn’t. The staff wasn’t allowed to give the older kids hugs. Penny got why these rules were in place, she did, but it had been a long time since she’d gotten true comfort from an adult.

Penny finished pouring her cereal, keeping her head down and enjoying the relative silence of the house. She knew in half an hour it would be bustling, people yelling to hurry up in the bathroom, the younger kids running up and down the hallways screeching. Some days she enjoyed it, let the energy wash over her and distract her from how alone she was.

Today, though, her bullet wound was a dull throb in her leg and she just wanted to be by herself so she could go over the night before in her mind without distraction. She stood and washed out her dishes before setting them in the strainer.

“Bye, Jonie.”

“Bye, sweetheart. Have a good day. I’ll see you for dinner?” she asked pointedly.

“Yes, I promise,” Penny said with a small smile.

“Good girl.” The words were said with a teasing lilt that took the patronizing sting out of them. “Off you go, before the kids come downstairs and decide to use you as a jungle gym.”

Penny laughed but took the warning seriously, pausing at the door long enough to pull on her worn, too-big wool coat. It was soft and warm so she didn’t mind the second-hand nature of it. The day was colder than she’d expected, fall seemed to have dropped down on New York with a vengeance after the mild few months they’d been having.

Penny tilted her head back and breathed deeply, letting the cool air fill her lungs. Everything felt brighter, more in focus than it had for a long time. Somehow, Morgan Stark had helped her come out of the daze of grief and confusion she’d been wandering around in whenever she wasn’t doing homework or patrolling.

“That’s right,” she whispered, seeing the street with its old houses and cracked sidewalks with new eyes. “I love this city.” Her lips turned up on one side and while she didn’t exactly have a pep in her step - more of a limp, really - Penny’s steps felt lighter.

Her good mood lasted through her walk and train ride to school and was only improved when she managed to power through all of her homework for the rest of the week in the library. Her increased reading speed and information retention she’d gained with the bite sure helped with getting through her workload. It was a good thing, too, because without them, she'd be hard-pressed to be Spider-woman and keep her top spot in grades.

She packed up her stuff and headed for her locker when the silent hallways filled with students, signalling that class would be starting soon. Penny stepped around a couple of girls who were laughing at something on one of their phone screens. For once the sight of people her age enjoying a moment with friends didn’t make it hard to breathe.

Penny had just gotten her locker open when Flash appeared next to her. “Hey, Penis. You ready for Decathlon practice? Oh, wait, that’s right, you didn’t get on the team.”

It was just her luck that the only thing from her old life that had been preserved was Flash Thompson. Ned and MJ were both in colleges across the country, all grown-up and moved on. But here Flash was, life seemingly unchanged by his five years as dust. If anything, he was somehow more of a spoiled jerk.

“I didn’t try out for the team, Flash,” she said with forced patience, stuffing her backpack with the materials she’d need for the first half of the day. 

“Yeah, because you knew you wouldn’t get on.”

Penny shook her head. It was more like she hadn’t been able to muster any enthusiasm for it. It had always been more about seeing her friends, anyway. “Whatever, Flash.” She closed her locker and stepped around him. It was hard to take him seriously after everything she’d been through. 

“Yeah, walk away, Penis!”

If there was one good thing about Midtown post-return, it was that Flash wasn’t able to just step back into his role as the popular boy. Everyone already had their cliques and there weren’t a lot of dusted kids added to the roster in their age group for him to commandeer. On top of that, they were both watched like they were juicy mice and the staff were hungry hawks. They were probably waiting for them to have some kind of horrible breakdown. 

Physical harassment had been shut down immediately this time around, too. They’d taken it as a sign that Flash was having trouble adjusting and tossed him into biweekly meetings with a school counselor after the English teacher saw him trip her when she walked by his desk. Penny could have told them that it was a sign of the exact opposite. Flash was adjusting just fine.

By lunchtime she was flagging a little, though the two candy bars she’d eaten between classes had perked her up a bit. Still, not sleeping at all the night before was catching up to her. After eating her free school lunch (a perk of being a ward of the state) it was even worse, the afternoon slump hitting her hard. 

Penny rested her chin in her hand and tried not to smile at the memory of how silly Morgan had looked in her over-large goggles. Or the way she’d laughed while they swung through the city. It had been a reminder of how much Penny used to love webbing around Queens, the wind whipping against her, the bustle of the city all around her. It had been Penny who saved Morgan, so why did it suddenly feel like the opposite had happened? She was filled with renewed purpose, a determination to make the most of these powers, of the opportunities afforded to her by attending Midtown. 

It wasn’t until she was walking home on her much-improved leg that she found the courage to scroll through the news on her phone. She wrinkled her nose at the picture that someone had taken that had been plastered across the internet.

She was sticking to the wall of a building looking back over her shoulder at Mr. Stark, who was kneeling on the ground with his family, one arm held out to her in what almost looked like supplication. Morgan was clinging to the goggles she’d given her, eyes wide with hope and Mrs. Stark had a hand over her mouth.

Penny’s suit was ripped and covered in blood, her mask hiding her expression. She looked distant, untouchable, the tragic hero turning away from people offering her...something. She shook her head and focused on the headlines.

_ Stark Heir Saved by Masked Vigilante _

_ Who is Spider-woman? _

_ Fifteen Reasons Why Spider-woman is Our New Fave _

_ Tony Stark Thanks Queens’ Local Hero for Saving His Daughter _

“Jeez,” she muttered and decided to stay away from Twitter for a while. She was trending along with #StarkKidnapping and all three of the Starks.

Penny opened up her music app and pulled on her headphones. They’d forget about her soon enough. For now, she needed to get back to the group home and finish her chores. She planned to be asleep way before lights out.

The next morning a flyer fell out of her locker when she opened it. She swooped down to pick it up, grimacing at the sickly seafoam green paper. She was about to crinkle it up and toss it in the garbage down the hallway when the words at the top caught her attention.  _ ROBOTICS CLUB. _

She stilled, staring down at the flyer. Before she’d been bitten she’d been in the Robotics Club with Ned. Afterward, she hadn’t had time for that and Decathlon, which she’d chosen to stay in because Liz and MJ were in it and she’d desperately wanted to be their friend. 

Extracurricular activities looked good on college and scholarship applications, and she needed all the help she could get. And she’d had a dawning sort of realization after meeting Morgan Stark. 

She had to stop isolating herself, or she’d always be lonely. Making herself miserable, letting life pass her by, wasn’t going to bring anything back, and May - May would want her to be happy. So she had to try. She shoved the flyer into her backpack to show Jonie later. 

Her scholarship had been expanded to add in extra money for things like clubs and field trips after she’d become a ward of the state, but she needed a guardian's written permission to access the funds.

She drummed her fingers on the outside of her thigh. She’d planned on going on a thrift store tour after school to try and find something to make a new suit out of. She had fifty dollars that someone had slipped into her pocket on patrol a few weeks ago. It was either from the guy whose dog she pulled out of the street before it got hit by a taxi, or the woman that she’d carried groceries home for. She’d been upset at the time - she didn’t do this for pay, after all - but now she was relieved she had some cash for a suit replacement.

She needed to catch Jonie before she left for a long weekend with her new boyfriend, though. Hanson, the other full-time caretaker, wasn’t as laid back as Jonie and asking him for things was always an exercise in patience. He was the one who had given her the second strike and she’d barely been five minutes late.

In the end, she went straight home from school. It was probably a good idea to lie low until the Stark kidnapping scandal died down, anyway.

Jonie was a little too enthusiastic about the idea of Penny joining a club. “This is a great idea! I can’t wait to see what little robots you design. I’ll write up a request to the school for the extra funds first thing tomorrow, sweetie. But don’t let it affect your grades! I use you as bragging material at conferences, you know.”

Penny rolled her eyes but couldn’t stop her large smile. The fluttering little spark she’d been carrying around in her chest for a few days grew. “Wouldn’t want you to lose bragging rights. I’ll keep my grades up, I promise.”

That was how she ended up in the robotics lab after school on Thursday, sitting nervously on the outskirts as a tall boy called the meeting to order. “Alright, looks like we’ve got some new faces. Why don’t we go around the room and introduce ourselves? I’ll start. I’m Nathan Delaney, and I’m a senior here at Midtown and president of the Robotics Club.”

He motioned to a boy next to him who stood and gave a similar spiel. It wasn’t until the fifth person rose to introduce themselves that Penny realized she was one of only two girls in the room. “Hi,” the girl said softly. “I’m a junior and my name is Melissa Gentry.”

A few more people went and then it was Penny’s turn. “Hello, I’m Penny Parker, and I’m a junior.”

“Alright,” Nathan said, “let’s just jump right in, shall we? Generally, we work in pairs on projects that span the full year, with small projects in between. The robot can have any function you want as long as it’s not dangerous - that means no weapons or fire. Use your common sense, people. At the end of the year we have three faculty and one outside member of the scientific community come to judge the robots and award prizes to the best ones. It’s a whole thing - friends and family are invited and sometimes it even gets news coverage.”

Penny straightened. That actually sounded really fun. Back when she’d been in the club there hadn’t been anything like that at all. The only part that made her nervous was that she didn’t know anybody here to partner up with. Not for the first time she wished Ned was around, but that was a selfish wish. It would have meant him being dusted, too.

“...and I’ll be assigning your partners,” Nathan said and Penny let out a low breath of relief.

“Okay, when I call your name come up to the front. Landon, you’re with me. Benji, you’re with Tim. Penny Parker, you’ll be with Melissa Gentry.”

Penny stood with Melissa, a little annoyed that they’d decided to shove the two girls together. Not that she minded being partnered with a girl, obviously, it was just the principle of the thing. Melissa met her gaze and her lips tipped up into a little  _ what can you do? _ smile and a shrug. Penny rolled her eyes but smiled at the moment of shared understanding.

There was some more discussion about schedules and rules and how to sign up for lab times and request materials or assistance from staff. “We’ll go on two field trips this year. I’ll send out a newsletter with that information later, so make sure to put it on your calendars,” Nathan called.

Penny turned to look at Melissa, who was leaning against the wall next to her. She had dark hair and blue eyes and was dressed casually in jeans and a t-shirt. “So, um. Do you want to set up a time to meet and talk about what we want to build?”

Melissa sucked in her lower lip and nodded. “Sure. I just - you should know. I’m five years behind everyone else when it comes to technological advancements,” she said softly, tone apologetic.

Penny froze and her eyes widened. “You’re one of the dusted, too?”

Melissa looked directly at her for the first time since they’d started talking. “You mean, you -”

Penny shrugged. “Yeah. So we’re kinda in the same boat, I guess. I, uh, I’ve actually put together a list of things to read and watch to get caught up. Scientific papers and college lectures that are posted online, that sort of thing. I could share it with you?” She kept the fact to herself that she was mostly finished going through all the information. She could absorb knowledge faster than most base-line humans and had plenty of time to work on it thanks to having no family and friends to take up her time when she wasn’t patrolling.

Melissa ducked her head and plucked at loose a string at the hem of her jeans. “Sure. I’d really like that. Thanks, Penny.”

They smiled at each other, a bit awkward but with the kind of understanding that could only come from being in the same crappy situation. They exchanged numbers and Penny thought that just maybe, she was on her way to making an actual friend.

000

Tony Stark was not a man known for throwing in the towel. When he decided to do something, he did it. The trend started with his escape from Afghanistan and subsequent shutting down of SI’s weapons production and continued right up to him bringing back half the damn universe by inventing time travel.

So when Morgan sobbed into his chest the night after she’d been rescued by a mysterious vigilante  _ (hero) _ and asked to please, please find ‘her Penny,’ that’s what he decided to do.

“Tony, maybe we should respect her wishes,” Pepper said, leaning her hip against his workbench with a cup of coffee in her hand and looking up at the map marking all of the Spider-woman sightings from the past five months. There had been a five-year gap between sightings before that, which did narrow things down a bit for him. “If she doesn’t want to be found, maybe we shouldn’t look.”

“You heard Morgan at dinner,” he said absently. “Fri, you seeing what I am, baby?”

“Yes, boss. I’ve narrowed down her probable home base to somewhere within a three-block radius in Queens.” A red square appeared over said three-block radius. “Though she seems to spend a good amount of time in this area,” another square appeared in Forest Hills.

“I did,” Pepper said carefully when FRIDAY was done talking. “It’s not that I don’t want to thank her -” Pepper’s voice broke and she took a shaky breath. “I just don’t want to scare her, either.”

Tony spun to face her and pulled her closer to him by her hips, opening his legs so she could stand between them. They were both doing not-so-great, even three days after the kidnapping. Every time he closed his eyes he saw Morgan, little arm extended and that fucking asshole moving towards her with  _ bolt cutters. _ He had really thought he was about to watch his five-year-old get tortured. 

Then Spider-woman had dropped down like some sort of guardian angel in a god-awful onesie. He’d watched her take down those thugs with his heart in his throat, Pepper’s hand gripped tightly in his own. When she’d turned and told them she’d meet them at the tower he almost hadn’t believed what he was seeing. But she’d kept her word. She’d brought Morgan back to him after only a few hours of them wringing their hands in front of the tower, wondering if they’d ever see their daughter again, or if they’d been shot down off-camera.

Tony pressed his face into Pepper’s stomach. She ran her fingers through his hair and his heartbeat slowed. “She was covered in blood, Pep. We at least have to make sure she’s okay.”

There was a long beat of silence. “I know. If what Morgan said is true, she doesn’t have anybody to help her.”

Morgan had been very forthcoming with her information.

_ “Her name is Penny, mommy, but that’s a secret so don’t tell.” _

_ “She  _ makes _ her webbing! And they come out of her web-shooters, and she made those too! I think that means she’s smart like you daddy, but she says she’s strong and fast so she doesn’t need an armor suit like you do.” _

_ “She gave me her goggles cause she said they keep people safe, but we need to find her and give them back. I have you and mommy to keep me safe but she doesn’t have anybody.” _

“Boss, I believe I have discovered the identity of Spider-woman.”

Tony straightened and Pepper took a step back so he could spin back towards the holograms. “Hit me with it, Fri.”

“Penelope Jane Parker, age sixteen -”

_ “What?” _

“Goes to Midtown School of Science and Technology and has the highest GPA in her peer group. She has been a resident at Queensborough Group Home since she returned to life almost six months ago. Before the Snap her guardian was May Parker, aunt through marriage of one Ben Parker, killed by gunshot in 2015. Her parents died in a plane crash when she was six years old. Her aunt was hit by a car on the day of the Snap when its driver disappeared.”

Tony waved FRIDAY silent and drummed his fingers on his chest, running through the rest of the information in front of them, Pepper doing the same next to him. Morgan was right - she was damn smart. And completely alone in the world.

“Pepper -”

“I see it, Tony.”

“We need to -”

“You are not ambushing the girl, Tony. We can’t just show up and whisk her off to a tower to live with strangers, that would probably freak her out. She might think you just want to use her for her powers, or some other nefarious plans.”

“We can’t just leave her in the cold, Pep,” he said. Christ, she was sixteen, and she’d been covered in blood! She’d been  _ shot _ . She was out there risking her life every day in pajamas and then going back to one of those glorified orphanages.

Pepper’s brows furrowed and she stared at the school transcripts in front of her. Tony waited her out patiently. That was her scheming face, and oh, how he loved her schemes. Finally, her expression smoothed. “I have an idea.”

000

“I’ll see you tomorrow at the library?” Melissa asked. 

“Sure. Have a good night.”

“You, too,” Melissa said with a small smile before she turned towards the pickup area.

Penny had gathered all her courage and sat down next to her at lunch that day. Like her, it seemed Melissa spent her lunch breaks alone. They’d even had a short conversation about Star Wars. Neither of them had watched any of the new movies yet. Penny had almost invited her over to watch them but then remembered that she didn’t actually have a home to invite her to.

She was a block from the train station when she heard it. “Penny!”

A tingle down her spine had her spinning just in time to see a familiar shape launch at her. Penny crouched and caught her on instinct and Morgan wrapped her arms around her neck when she stood. 

“I knew I’d see you again!” Morgan said and leaned back with a big grin on her face.

“Morgan?” Penny asked, mind still racing to catching up with the situation.

“Wow, Penny, you’re really pretty. I like your hair. I wish mine curled like that.” Shit, she should have pretended not to know her. There was a sinking, nauseous churning in her gut but Morgan was looking at her expectantly and the last thing she wanted was to make her feel bad after what she’d already gone through.

“You - you’re really pretty, too, Morgan. Sweetpea, why are you here?”

“I wanted to give you your goggles back so that you could be safe,” Morgan said, pointing to the scuffed up goggles hanging around her neck, “and daddy wanted to meet you.”

Penny’s gaze followed Morgan's pointing finger, alarm thrilling through her, and sure enough there was Tony Stark, leaning against an Audi and watching their interaction. It was hard to tell what he was thinking, what with the sunglasses, baseball cap, and pulled up hood. He didn't seem upset, at least. 

He had his hands tucked into his pockets, probably to hide the metal hand, and looked for all the world that he was simply out enjoying the fall air.

There was a slight buzzing in her ears and the world went a little hazy around her. They knew who she was. Penny tugged at Morgan in an attempt to dislodge her, gentle even through her shock. She needed to run. She couldn’t go back to the group home, she was sure they knew she lived there. Oh god oh god  _ oh god - _

“Kid, hey, we aren’t going to hurt you, or expose you or...any of the stuff you’re probably thinking.”

Tony Stark was standing about two feet away now, flesh hand hovering in the air awkwardly, brown eyes looking over the top of his glasses at her. And Penny...Penny believed him. It was like her Spidey sense, but opposite. Something was tugging at her from the same spot that was connected to Morgan, telling her she could trust him. 

Morgan, who was clinging to her neck and staring up at her with tear-filled eyes. “Sorry, Penny. I didn’t mean to scare you.” Her lower lip wobbled. 

Penny forced a smile and avoided looking at Mr. Stark. “Oh, it’s okay, sweetpea. I was just surprised.”

“Will you come have pancakes with us? Mommy is making some for dinner, and she makes me chocolate chip ones and daddy blueberry ones. Which do you like better?”

Penny swallowed and glanced over at Mr. Stark, who shrugged. “We were hoping you’d come over. Just to talk. You can leave whenever you want.”

This had been her worst nightmare for a long time - somebody discovering her secret identity. She wasn’t stupid. She knew she had basically zero say over her own life until she turned eighteen now that she was an orphan. It would be so easy for some shady government organization to whisk her away for their own use. 

But this wasn’t some random government stooge. This was Tony Stark. He had been her hero since she was an asthmatic nerd from Queens. He’d been an Avenger and he’d saved half the universe, her included. And, well, Morgan was staring at her with such wide, hopeful eyes.

Penny nodded jerkily. “Okay. Um, yeah, I mean, I have to be back before nine because I said I’d read the kids at the home a story at bedtime. But, yes, pancakes are, they’re good. Blueberry, specifically.”

Mr. Stark’s lips jerked on one side and she wondered if he was trying not to laugh at her rambling. “Alright. Get in, Spiderling.”

She set Morgan down and watched her disappear into the backseat. Mr. Stark was holding open the door for her and watching her with a steady, patient expression. The street they were on was fairly empty and Penny adjusted her backpack. For a long few seconds she considered running. 

The sad fact of the matter, though, was that she had nothing to run towards. She took a deep breath and edged around Mr. Stark before sliding into the car.

She’d expected to be grilled by him as soon as they were ensconced in the backseat but he just buckled Morgan into her booster seat and said, “We’re good to go, Happy.” Penny was seated across from them, facing towards the front of the car, and she caught sight of a broad man with greying hair in the driver’s seat just before he raised the partition.

The car pulled away from the curb and Morgan turned her attention from adjusting her eye-searing yellow skirt and maroon long-sleeved shirt back to her. “Penny, are you still hurt? Daddy says you haven’t been out as Spider-woman all week. Do you need a doctor?”

“Oh, um.” Mr. Stark was casually scrolling through his phone, though she was sure he was paying close attention to their conversation. “No, I heal really fast, so I’m fine. I just need to make a new suit before I can go out.”

Morgan’s eyes widened before she turned towards her father. “But, daddy m-”

“So, Penny, you go to Midtown, huh? Which classes are your favorite?” Mr. Stark interjected smoothly.

Penny tried not to drown in the surreality of the moment. Tony Stark was asking her about school. She was in a car with  _ Tony Stark. _ “Well, I guess my favorites are chemistry and biology, but I really like engineering, too. I just joined the Robotics Club, actually.” She looked down at where her fingers were fiddling with the straps of her backpack. Why had she said that? He wasn’t going to care about some stupid high school club.

“Oh, yeah? What are you working on?” Okay, maybe he did, a little, or was at least pretty good at pretending he did.

“We don’t know yet. We’re going to meet tomorrow - my partner and I, I mean - to decide. There’s a big contest at the end of the year, with judges that aren’t teachers and you can invite your family and I think it’d be really cool to win, especially since my partner and I are the only girls in the club and -” she cut herself off when she realized she was rambling and felt her cheeks grow warm.

“Seriously? A STEM school and only two girls in the robotics club? That’s ridiculous.”

She looked over to gauge his sincerity but he seemed genuinely affronted. “I know! And they partnered us together, too, which is cool, I don’t mind, but it seems a bit -”

“Exclusionary?”

“Maybe just short sighted? I don’t know. I mean, usually people are pretty open about that sort of thing at Midtown. Most kids there come from pretty socially liberal families. Who knows, they could have pulled our names out of a hat to decide.” Penny shrugged. 

“Maybe,” Mr. Stark said after a pause. He was looking at her with something between amusement and fondness, like he’d just discovered something about her that he liked.

Penny’s stomach did a weird swooping thing. Never in her life would she have thought that Tony Stark would look at her with anything other than mild disinterest or, more recently, gratefulness.

“I’m going to be in Robotics Club when I grow up,” Morgan announced, breaking the moment.

Penny grinned at her. “You’ll make the coolest robots, sweetpea. You’ll blow everybody else out of the water.”

Morgan spent the rest of the ride telling her about the dog robot Mr. Stark had made her while she kicked her feet against her chair. His name was Zippy and he loved to go on walks, apparently.

Penny’s nerves came back full force when they pulled into the garage below Stark Tower and intensified when she was led towards an elevator. Penny only resisted the urge to take off because Morgan had a firm grip on her hand, her other one grasping her father’s.

It was domestic in a way she hadn’t had for so long that it distracted her from the fact that she was in an elevator in Stark Tower, on her way to have dinner with the Starks. And then the doors opened on a large, spacious penthouse apartment with floor-to-ceiling windows that provided a fantastic view of the skyline.

“Wow,” she whispered and let Morgan drag her out of the elevator and past the living room towards the fanciest kitchen she’d ever seen. Standing at the stove was Pepper Stark, clad in jeans and a white sweater that probably cost as much as Penny’s full wardrobe.

She turned. “Oh,” she said and before Penny could think of something to say because  _ ohmygodit’sPepperStark! _ she was being pulled into a warm hug that smelled like spice and citrus. “I’m so glad to finally meet you,” Mrs. Stark murmured in her ear.

Penny hesitated but in the end, a hug was too much to resist and she lifted her arms to return it and closed her eyes. She felt kind of stupid, clinging on to a virtual stranger, but Mrs. Stark didn’t try to pull away. It lasted for a few long, perfect moments, and then Mrs. Stark pulled back, though she kept her hands on Penny's shoulders.

Her eyes were damp. “Thank you,” Mrs. Stark said. “Thank you so much for what you did for us. We’ll never be able to repay you.”

Penny shook her head. “You don’t - I don’t expect anything from you. I’m just glad I was able to save Morgan, and that - that’s enough. I don’t do this for payment.”

Mr. Stark wrapped his metal arm around Pepper’s waist. “Then why do you do it?”

Mrs. Stark glared at him but Penny could see that he was asking out of genuine interest. She chewed on her bottom lip and looked down at Morgan, who had wrapped an arm around her mom’s leg and was watching the proceedings closely.

“When you can do the things that I can,” she started, carefully feeling out each word, “but you don't, and then the bad things happen, they happen because of you.”

It was silent after her proclamation and it took her to the count of five to build her courage enough to look up at them. Mr. Stark was looking at her with the same expression he’d been wearing in the car, like she was something...special, maybe? 

Mrs. Stark was smiling, though, bright and wide. “Well. The world certainly is lucky to have you, Penny Parker.”

After that Mrs. Stark made the promised pancakes while Morgan showed Penny her room. Penny was still not sure that all of this was actually happening. She answered Morgan’s bubbling questions with only half her attention while she listened to the conversation the Starks were having about her in the kitchen.

“She’s so sweet, Tony.”

“Yeah, I didn’t expect her to be so ridiculously pure.”

“We have to help her. The poor thing, she’s running around getting shot and taking on criminals without backup.”

“To be fair, she also helps kittens out of trees and walks little old ladies across the street.”

“Tony.”

“Hey, you don’t have to convince me. Ouch!”

“That’s what you get for trying to steal my blueberries,” Mrs. Stark said lightly and Penny had to bite her lip to keep from laughing.

Soon enough they were all seated at the table. There was a feast of pancakes, bacon, and eggs laid out. “Hope you don’t mind breakfast for dinner,” Mrs. Stark said with an apologetic smile. “Morgan gets to choose dinner on Friday nights and it’s her favorite.”

“Not at all,” Penny said. “My, um, my Aunt and I used to do that all the time.”

She concentrated on pouring syrup on her pancakes so she didn’t have to see whatever expression was on their faces. Mrs. Stark cleared her throat. “Well, Tony told me you’re in the Robotics Club?”

Penny spent the next half-hour being lightly interrogated on everything in her life from her roommates at the group home to her schoolwork to her favorite foods. It wasn’t bad, though. They seemed genuinely interested in her life and she supposed she would be, too, if someone had just saved somebody she loved.

When dinner was done Mrs. Stark (call me Pepper, please) set down her fork. “I’m going to give Morgan a bath before bed, then I’ll deal with the dishes.”

“Oh, no, I can do the dishes, Mrs. Stark, since you cooked.”

She raised a brow but didn’t comment on the lack of first name. “You’re a guest,” she said firmly. “Plus, I believe Tony wanted to show you something in his lab.”

Penny’s fork clattered against her plate when she fumbled it and she knew her eyes had to be as wide as saucers. “You - your lab? Like, where you make the armor?”

Mr. Stark smiled and leaned back in his chair. “Yep, sure is. What do you say, kiddo, you want a tour?”

“Um, is there any answer to that other than oh my god, yes?” Maybe Penny should have been a little nervous about a virtual stranger inviting her into their private lab, but  _ Tony Stark was inviting her into his private lab.  _ It was every nerd’s dream come true. 

“I want to come with!” Morgan said.

“No, sweetheart, you need to get in the bath. Penny will come to say bye before she leaves.”

Morgan turned to her, beseeching. “You won’t just leave again, right?”

Penny swallowed down a pang of guilt. “No, sweetpea, I promise I’ll come say goodbye, alright?”

Morgan chewed on her lip before nodding. “Okay.”

Penny fiddled with the edge of her slightly-frayed shirt while they took the elevator down to the lab. After a moment she frowned. They hadn’t had to push any buttons to get to the Penthouse or whatever level the lab was on. “Mr. Stark, how does your elevator know where to go?”

“FRIDAY, say hello.”

“Hello, Ms. Parker. I am FRIDAY, Mr. Stark’s AI.”

Penny’s jaw dropped. “I, wow, it’s so good to meet you, FRIDAY. Are you the AI that helps Mr. Stark pilot the suits, too? I read about that, but nobody knows that much about it, for obvious reasons.”

“I am. Boss designed me to do a multitude of tasks, but assisting in piloting the armor was one of my main priorities.”

Penny didn’t know a lot about programming - that had always been Ned’s schtick - but she knew enough that she spent the full walk to the lab peppering FRIDAY about her own coding. It was only when Mr. Stark put a hand on her shoulder and said, “Trying to suss out all my secrets, Parker?” that she realized it might be a little bit rude.

“Oh! No, of course not, I’m sorry, I was just curious, and I tend to lose my filter when I’m excited or nervous or - I’m so sorry, Mr. Stark!”

But when she looked at him he was laughing, the lines around his eyes deepening pleasantly. “Chill, kid, I’m joking. FRIDAY probably loves having someone to brag to.”

“It’s not awful, Boss. You do tend to hog the spotlight.”

He put a hand to his chest. “ _ Moi?  _ Never.”

Penny couldn’t help her small laugh at their interaction and Mr. Stark looked at her and winked. Then the doors in front of them were opening without even a swish of sound and every other thought in her brain scattered to the wind.

It was  _ amazing. _ There were multiple projects in various stages of creation, including an Iron Man helmet that Penny made a beeline towards, putting her hands behind her back and sticking them together to resist the temptation to touch.

She jumped when something whirred next to her and turned to see a bot rolling up to her, its one arm craning back and forth, the camera at the end resembling a single eye that was focused on her. She turned towards him and held out a hesitant hand. 

“Look at you, you beautiful thing,” she whispered, then jumped when it beeped and did a three-sixty, flailing its arm.

She giggled at its excitement and solemnly accepted a dirty coffee cup that it had picked up and offered to her. “Thank you very much. I’m Penny.”

“That’s DUM-E,” Mr. Stark said. He was leaning against a bench, watching her with a small smile. “My first attempt at an AI.”

“He’s cute,” she said and laughed when he bobbed his arm up and down and emitted a series of beeps.

“He’s a menace,” he said fondly, then motioned towards two other bots that were watching from the corner, somehow exuding nervousness. “That’s U and Butterfingers.”

Penny waved. “Hello. This is amazing, Mr. Stark. Oh!” She scurried across the room to get a closer look at a hologram of a prosthetic arm. “Is this yours?” She reached out to skim her fingertips across it, then jumped when it expanded and zoomed in on what looked like a neural connector.

“Is that - oh my god, Mr. Stark, can you, like,  _ feel _ with that arm? Is that vibranium? Is that  _ weaponized? _ Of course, you’d have the coolest prosthetic arm ever, you’re Tony Stark! You build the best everything. Oh wow, that’s a clever use of space, there,” she said and poked a spot on the wrist, carefully spinning it around to study what she was pretty sure was the housing for a laser that connected to his pointer finger.

“Woah, you have lockpicks built into this! You know, you should totally add a little spot for a tube of my web fluid. It would be useful if you were ever falling or needed to tie someone up. I can give you the formula -”

A hand on her shoulder pulled her from her thoughts and she looked up at him. His head was cocked to the side and he was smiling, wide and warm. “You,” he said, “are sticking with me, kid.”

She blinked up at him. “What?”

He waved his hand and the arm disappeared. “It's not every day a sixteen-year-old actually understands one of my blueprints. No way am I letting you get snatched up by another company. Also, I already recreated your web formula. Morgan shoved some of it into her pocket at some point during your daring rescue.”

Penny vaguely remembered giving her a little ball of it to play with during one of their breaks. “Sneaky,” she said and followed him over to a bench holding two dark blue bracelets and nothing else. “Oh, are those your nanotech gauntlets? I heard that you -”

“Why don’t you put them on and see?”

She gasped when he held them out to her. “Are you serious? What if I accidentally blow a hole in the wall?”

“First of all, it wouldn’t be the first time this shop has had holes blown into the wall. Secondly, how dare you suggest that anything I made would be so user-unfriendly that somebody would  _ accidentally _ blow something up with it.”

“Boss, I have some footage that proves -”

He pointed at one of the walls and Penny wondered if there was a camera hidden there. “That’s enough out of you. Everybody’s a critic.” He pushed the bracelets into Penny’s hands. They were smooth to the touch and surprisingly light. “Come on, kid, don’t leave me hanging.”

He actually looked excited about having her try it and she couldn’t help but get caught up in his enthusiasm. Tony Stark was asking her to try out some of his tech, it didn’t get any more awesome than that. She clicked them both on her wrists, watching closely when they adjusted themselves to fit snugly against her skin.

“Okay,” he said, “now tap them lightly together twice.” He demonstrated the movement and she tentatively followed his direction.

She inhaled sharply when they expanded and nanotech began to flow up her arms. “What -”

It crawled over her shoulders and down her torso and continued all the way down to her feet. She looked up and met Mr. Stark’s smug gaze just before they moved up to cover her face. She could still see, at least, and she jerked when something lit up in the corner of her vision.

_ Tony Stark  _ appeared above Mr. Stark’s head, along with information on his vitals. She held up her hands in front of her, taking in the sleek armor covering them.

“Is this -”

“A new and improved Spider-woman suit,” Mr. Stark said, then moved to walk around her. “FRI, how we looking?”

“It’s a 95% match to her body, boss. With some adjustments, we can get it to 99.9%.”

She stared at the hologram that popped up, showing...well, her, with little spots of color that she assumed indicated the less-than-perfectly attuned areas. “You - you made me a suit?”

“It’s still in its prototype stage,” Mr. Stark warned, but he was focused on the hologram. “I only had a week, after all.”

“I - I can’t accept this,” she said, voice shrill.

He looked over at her and raised a brow. “Why not?”

“It’s too much!”

He rolled his eyes. “Not for me, kid.”

Penny swallowed. The truth was, she could already tell how amazing it was. She rotated her shoulders and the nanotech flowed with her movement. She wanted to keep it, she really did, but - “I’m really grateful, Mr. Stark, but I’m not going to take advantage of you.”

He turned his full attention to her. “Excuse me?”

“I mean - I get it, what happened with Morgan was awful and I can’t even imagine how you felt. It must have been such a relief when I brought her back but I already told you, Mr. Stark, I do this because it’s the right thing and if I start using my powers to, I don’t know, get things out of people, well, that’s just - that could lead to -”

“Woah, woah, woah. Calm down, Spiderling. I think you and I are having a bit of a miscommunication, here. FRI, retract the suit.”

Penny bit her lip when the material flowed back into the bracelets. “Hm, a little delayed,” Mr. Stark muttered.

She reached down to remove one but a large, warm hand covered hers, stopping the motion. Cool metal touched her chin when he put his fingers there to encourage her to look at him. He had a slight frown on his face, but didn’t look angry.

“Penny, I’m out of the game. The damage was too much from the Snap, I can’t be Iron Man anymore.”

“Oh my god, Mr. Stark, that’s awful, I’m so sorry -”

He shook his head and she stopped talking. “It’s okay. Just because I can’t fly around in a suit doesn’t mean I can’t still be useful. You’re the future, Penny. It’s like you said upstairs - not helping when I have the power to would be wrong. What if you got hurt and I could have prevented it, with a suit or by giving you backup or whatever it is you needed? Penny, that would be on  _ me. _ You and I are the same, kid. I’m not doing this as some sort of repayment, I’m doing it because it’s right and because I can.”

Penny bit her lip and looked closely at him for any sign that he was lying. She didn’t find one. “Oh. I - I guess I’ve just never met another hero before.”

He grinned. “Well, you’re not alone anymore, kiddo. You and I are going to do great things together.”

She turned away before he could see the tears building in her eyes. He couldn’t know what those words meant to her. “I -” she cleared her throat. “I’m going to be late,” she finished lamely.

“Alright,” he said and moment later an arm was wrapped around her shoulders. “I’ll drive you home.”

“I can take the subway, it’s okay -”

“Nah, I have something else to talk to you about, anyway.”

She nodded and let him lead her up to the penthouse to say goodbye to Morgan and Mrs. Stark. They both looked up from where they were huddled over a book when Penny entered the room, feeling awkward for interrupting. “Um, I have to go home now, Morgan. It was really nice seeing you. Thank you so much for dinner, Mrs. Stark.”

Morgan crawled out of bed and ran over to hug her. “You can’t stay and read to me?”

“No, sorry, I have to be back by nine.”

“I’m going to give her a ride,” Mr. Stark said.

“Okay. It was nice meeting you, Penny. We’d love to have you back for dinner again next Friday,” Mrs. Stark said.

“Yeah, as long as you don’t mind the kiddie menu,” Mr. Stark said.

“I - oh, um, yeah, okay. I really enjoyed dinner, thank you for making it, Mrs. Stark.”

“You’re welcome, Penny. Have a good weekend. Stay safe.” Her eyes flicked down to her wrists, then to Mr. Stark.

He nodded and then they were making their way back to the garage, which had more fancy cars than she’d ever seen in one place outside of a car show Ben had taken her to once. She followed him to a black sedan and slid into the front seat. She watched him from the corner of her eye as they drove, not willing to break the silence even as she was desperate to know what he wanted to talk about.

“Those bracelets will double as communication devices,” he said mildly once they were a few blocks from the tower. “Tap the top of it twice, then say my name and it’ll put you through. The suit will also send me an alert and your location if you’re injured.”

“So you can see where I’m at when I’m in the suit?”

He shrugged. “I won’t use it to spy on you, but I would feel better if I could find you when you’re in trouble. I know you’re used to working alone, Penny, but what you do is dangerous. It’s important to have backup.”

Penny let out a breath and picked at the cuticle on her thumb. She supposed it made sense that he wouldn’t send her out in the world with a who-knows-how-expensive suit and not want to keep track of it. “I - okay.”

“You’ll need to take notes, let me know what works and what needs improvement. Be honest, you won’t hurt my feelings. The bracelets are web shooters, too. I’m guessing those will need some adjustment since all the information I got on how you use them came from Youtube.

Penny didn’t know what to say. He’d obviously put a lot of work into this and she wanted to protest, but she also felt like she couldn’t, not after he’d told her why he wanted to help her. Penny understood that drive to help people, knew that it wasn’t even a choice, not really.

“I was thinking,” he looked over at her, then away and cleared his throat. “Actually, Pepper and I were both thinking that we should come up with a cover story to have you out to the Tower a few times a week. For training and working on the suit, and, honestly, I’d love to have you in the lab, you’ve got a lot of potential as a scientist and engineer, not just as a hero.”

“Oh,” Penny said and her cheeks warmed for what was probably the hundredth time that evening. “I’m not - I mean, that isn’t -”

“Learn to take a compliment, kid,” he said with a small smile. “Anyway, how would you feel about accepting an Internship at Stark Industries? As my personal intern, of course. I saw you have study hall on Tuesday and Thursday afternoons, I bet I could get you credit and you could come then. And Friday evenings, of course. Weekends when you have time.”

“I - are you - are you serious?” 

“I’m always serious, kid. So, what do you say?”

“I’d need permission from Jonie. That’s the head caretaker at Queensborough. I mean, yes, of course, I would love to. Please. Thank you so much Mr. Stark,” she said in a rush. “That will really help me when I start applying to college, and of course the Spider-woman stuff is - how can I ever -”

His hand was warm and large when he set it on her head. “Honestly, kiddo? It’s my honor. Besides, Pepper was getting tired of me being underfoot all the time. This’ll be good for me.”

Penny laughed at the image of Mrs. Stark literally tripping over Mr. Stark while she tried to go about her day. “Okay. I - thank you so much, Mr. Stark. You don’t know how much this means to me.”

He dropped his hand back to the gear shift. “No problem, Spiderling.”

They spent the rest of the drive in silence and pulled up to Queensborough just as the clock on the dash announced that it was ten to nine. Mr. Stark stared at the peeling paint and yellow lawn, but Penny couldn’t for the life of her figure out what he was thinking.

“Well, bye, Mr. Stark. Thanks for the ride.”

He smiled at her, though it seemed a little strained. “See ya later, kid. Have a good weekend.”

A little pang in her chest came on the heels of the realization that she wouldn’t be seeing him until Tuesday afternoon. Or maybe even later, if the Internship wasn’t worked out by then. 

She opened her door and stepped outside, shivering a little when the cold wind sliced through her jacket. The car door clicked shut and she jogged across the street, looking over her shoulder at least three times to assure herself that she really had just spent the evening with Tony Stark.

He didn’t drive away until after she’d slipped inside the house and closed the door behind her.


	3. Chapter 3

**Summary for the Chapter:**

> Penny does some more bonding with the Starks and then everything goes to shit, as it tends to do.

**Notes for the Chapter:**

> I ended up adding a few scenes and this got so long, but I didn't really want to change the chapter count, so.

“I think we should do more research,” Penny said and closed the second-hand laptop that her scholarship had afforded her with a sigh.

“Probably,” Melissa said. She had put her hair up and was holding it in place with two pencils. There was a third one in her hand and she was nibbling on the eraser. They’d been in the library for almost two hours trying to come up with an idea for their robot, but so far nothing had seemed right. “I like the idea of something useful but unobtrusive. A day-to-day robot.”

“But cooler than a roomba,” Penny said and smiled when Melissa looked up and laughed. Most of her shyness around Penny had faded once they’d started talking tech. Melissa was smart - well, she’d have to be, to get accepted into Midtown - and she’d already started on the list of resources Penny had sent her. They’d spent the first half-hour just discussing nanotech innovation and the changes to medical science that had come about from international collaboration with Wakanda.

“Yeah, much cooler than a roomba. No cleaning bots in general. Or cooking bots.” 

They exchanged a meaningful look, then Melissa looked down at her phone. “Oh! I have to be home in half an hour.”

“Yeah, I’ve got to run some errands,” Penny said casually and started packing up, admiring the way the light glinted off one of her bracers when her sleeve rode up. She still couldn’t believe Tony Stark had made her a suit. A nanotech suit!

It was torture, waiting to go out and test it, but last night Jonie had been extra watchful and this morning she’d had to head directly to the library after breakfast. They stood up at the same time and headed for the doors.

“Let’s both come up with some ideas and meet back up to talk through them. Does Wednesday after school work for you?”

Penny pulled her thoughts from all the things she wanted to try while wearing the suit. “Yeah, that works. I’ll see you soon.”

After making sure Melissa disappeared down into the subway station, Penny changed direction and headed for an alley behind a deli that she had already thoroughly checked for any security cams. A surreptitious look and listen around proved she was alone and she scrambled up the wall and onto the roof. 

It was colder up high, especially when she stripped down to her camisole and biking shorts. “Brr,” she said and shoved her clothes into her backpack as quickly as possible. 

She was tucked up behind a fan, out of view of anybody else who might be on a roof. “Okay, let’s try this out,” she said after holding up her bare arms to stare at her bracers. 

She tapped them together and gasped at the liquid feeling of the nanotech crawling up her arms and over her torso and finally forming a mask. “Woah,” she said and spent a few minutes just admiring the sleek lines of her suit.

“Okay. Webbing.” She picked up her backpack and tucked it away into the corner of the fan, then gave her wrist an experimental flick. A glob of webbing flew out and stuck it to the wall. 

“Hm.” She backed up a few steps, then lifted her arms over her head. The suit flowed with her movements, even when she leaned back to place her palms on the ground, body turned into a sharp ‘U.’ She brought her legs up and over her body and came to a stand. Then for good measure, she did a few backflips.

“This is so cool. This is _ so cool!” _ she yelled. There was something bubbling in her stomach, spreading out to her limbs. 

Excitement. For the first time since she came back, she was actually looking forward to swinging through the streets instead of treating it like a responsibility that she couldn’t avoid. Penny did a couple of flips that would make a gymnast proud, spinning in the air on the last one and landing in a crouch on the ledge of the roof.

She could see what felt like half of Queens from her vantage point. People were milling around on the sidewalk below, heading for the farmer’s market that had just opened a few blocks away. She closed her eyes and breathed in the damp cool air. It was comfortably warm in her suit, which meant there was probably some sort of temperature control going on. That would be nice in the winter.

The HUD was lit up with information on her location and there was text scrolling at the far right of her vision. She realized after a moment that it was police chatter. “Wow.”

She stood abruptly, energy thrumming through her. Arms spread, she leaned forward, tipping for one precarious moment before she propelled herself forward. The street rushed up at her and the details around her sharpened, somehow became more clear despite how fast she was falling. She flicked out her wrist and the suit responded beautifully, the _ thwap _ of her webbing releasing quieter than her old webslingers.

The webbing connected to the streetlight she’d been aiming for and just when somebody let out a startled shout at her descent she was being yanked back up. Penny laughed as she soared through the air and did a triple flip when she hit the apex.

There were a few cheers and some applause and then she was swinging around the corner. She stopped to help a man and his daughter haul a coffee table they’d just bought from a consignment store home before she went back to the air, flipping and swinging and twisting this way and that.

“This is so cool,” she muttered.

A flash on her HUD drew her attention. There were reports of a reckless driver four blocks away. She adjusted her trajectory, moving with purpose now. She could hear it - screeching tires and people screaming and yelling invectives. She came to a stop at the corner of a building so she could see what was happening.

A white corolla sped past her, slamming up onto the sidewalk before the driver managed to put it back onto the street. She could smell the alcohol wafting from the car and wrinkled her nose. There was a crowd of people coming from the farmer’s market down the street, waiting for the light. There was a good chance he'd hit at least some of them, the way he was going.

She eyed the car, which had swerved into the other lane and forced a few vehicles to brake quickly. At least it was a one-way street. Penny swung down to the street, set her feet, and flicked webbing from both wrists to attach the back of the car. Then she braced herself. The car wrenched her forward half a step when the webbing went taught but she caught herself and leaned back, gritting her teeth against the pull on her arms. 

It was more uncomfortable than painful and after sliding a few inches forward she held firm. The tires screeched against the asphalt, sending smoke up into the air. A crowd of people was gathering but Penny was too focused on keeping her muscles locked tight to pay attention to the whoops, cheers, and occasional jeering. Or the chanting of her name. Which was a bit much, honestly, for somebody who spent most of her time saving purses from snatchers.

Two police cars swept around a corner and then came to a stop. The officers inside stepped out and looked between the Corolla - which was still burning through rubber - and Penny.

“Can you hold it long enough for us to pull him out?” One of them called. He had gray hair and the look of a man who had seen it all and was perpetually unimpressed.

“Yep! I got it. He smells pretty strongly of alcohol, though.” She blinked when her voice came out a bit deeper and, well, older-sounding than usual. Did she have a voice modulator, now? It must somehow know when she was around other people because when she talked to herself earlier it had just been her voice. Tony Stark was _ so cool. _

“Understood.” 

She shifted awkwardly under the avid gazes of the people around her while she continued to hold the car at a stop. Apparently the guy had none of his faculties left because it didn’t take a lot of critical thinking to realize all he had to do was reverse or just _ turn _ to loosen the hold of her webs. Of course she’d just catch him again, but still.

Finally, they had him out and in cuffs (he threw up on the young partner of the cop who had spoken to her) and she was able to release her webs. She shook out her arms and waved to the crowd and cops before taking off.

She went home not long after and spent half an hour staring at the pictures of her people had taken of her that day on Twitter. Not just from when she’d stopped the drunk driver, either. People had recorded her flipping through the air, her laughter mostly lost to the wind but still audible. #SpiderwomansNewLook was trending and honestly, she couldn’t blame anybody for talking about the suit. It was amazing. 

It was sleek and the blues and reds were darker than those in her old reworked tracksuit. She watched as she slingshotted herself up forty feet in the air between two buildings, whooping before she did four flips mid-air, then landed on the side of a building. Her chest tightened with some mixture of guilt and hope. She had been so happy today, and it showed. 

Penny had thought she’d never be happy again just a few short months ago, as dramatic as it sounded. Everything had changed, now, and it could all be traced back to the day she met Morgan Stark. For Spider-woman, of course, since she was now semi-well-known and liked as a superhero thanks to her very public rescue of Morgan, not to mention the new suit built by Tony Stark himself. 

The biggest change, though, was to Penny Parker. She was present, now, in a way she hadn’t been before. The world had been grayed out, dull, uninteresting. She’d been going through the motions, continuing on through sheer stubbornness and the vague knowledge that it’s what May and Ben would have wanted her to do. Then Morgan Stark had lit a spark in her and her father had helped nurse it into a flame. 

Penny rolled over to her side and stared at the wall, listening to the soft breathing of her roommates. Tomorrow she was going to do homework and patrol, and she had her internship and her project with Melissa to look forward to after that. Penny thought she might have fallen asleep with a smile on her face.

Sunday was unremarkable. She helped one of the kids with his pre-algebra homework and got through all of her own homework for the week. Most of her patrol was spent greeting enthusiastic fans, which was just weird. At the time of the Snap, she’d been the center of a smear campaign by the Bugle and people had not exactly been friendly. The Bugle had actually released an article accusing her of being part of the plot to kidnap Morgan Stark so that she could swoop in and ‘act the hero.’ It hadn’t gained much traction and the next day they had submitted a retraction, which they’d never done before but Penny would take what she could get and not look too closely at the why.

Monday morning saw her at her locker a bit early. “Hey, Penny.”

She closed it and smiled at Melissa, who was standing awkwardly with her books clutched to her chest. “Hi, Melissa.”

“Was the rest of your weekend okay?”

“Yeah, it was really good. You?”

Melissa’s lips pursed and she shrugged. “My sister came to visit from Harvard.”

They turned to walk down the hall. They weren’t in the same class this period, but their classrooms were in the same general direction. “I didn’t know you had a sister.”

Melissa pushed a lock of hair behind her ear. For a long moment, Penny thought she wouldn’t answer. “She was my younger sister before the Snap by a year. Now she’s a freshman in college.”

Penny blinked. “That’s - that sounds really shitty.”

Melissa’s smile was wide and bright, shocking after the small, reserved reactions Penny usually got from her. “Thank you,” she said. “Everybody else acts like I should just be thankful to be alive and not complain about the fact that, well, everything is different.”

Penny bit her lip and wavered before finally just blurting, “My aunt was hit by a car after the Snap and I’m at one of those group foster homes, now. The social worker who placed me kept going on about how lucky I was.”

Melissa shook her head. “We should probably be in therapy.”

Their gazes met, then they burst into giggles. “How is it _ Flash _ is the one they decided to give biweekly sessions to?” Penny asked. He was the only other snapped person their age at Midtown as far as she knew. A lot of people had decided to finish school via online coursework while they adjusted.

“Well, probably because his problems stem from way before he was ever snapped.” By the time they parted, they both had wide smiles on their faces. 

Penny was called to the office during fourth period, which was actually a relief since Flash kept making loud comments about how sad it would be to live in a group home and have to survive off scholarships. Their substitute teacher either didn’t hear him or didn’t care.

She assumed the paperwork for her internship had come through and they needed her to pick it up and bring it to Jonie for a signature, so she wasn’t worried. She stopped by her locker to offload her books so she could go straight to lunch when she was done. The woman at the reception desk pointed at Principle Morita’s door and Penny blinked at her flustered expression and wondered what had happened to the poor woman that day.

She knocked on the door and opened it when Principal Morita said, “Yes, come in.”

She slipped into the room and pulled the door shut behind her. When she lifted her head she froze. Sitting in the visitor’s chair in front of the desk was Mr. Stark, one leg crossed over the other and drinking coffee from a battered mug that said _ Midtown _on it, looking for all the world like he belonged there. 

“M-Mr. Stark!” she said.

“Hey, kid.”

“Penny,” Mr. Morita said and she tore her eyes from Mr. Stark. He looked...really happy, which was weird for him. “Dr. Stark is here to discuss the internship that you’ve been awarded. I didn’t even realize you’d applied, and I’m surprised you didn’t let us know you’d gotten it. Dr. Stark told me he called you on Friday.”

“Um.” She looked between them before edging over to the chair next to Mr. Stark and sitting down gingerly. “Sorry, I didn’t think about it. I knew Stark Industries would be sending the paperwork.”

“I was in the neighborhood and decided to drop them off myself,” Mr. Stark said smoothly.

Penny let out a breath. “Oh. That’s, um, that’s really nice of you, Mr. - Dr. - uh, Stark.” She really should have been calling him doctor this whole time, she supposed. He did have a crazy amount of PhDs.

“Call me Tony, Penny. We’ll be working together a lot, now, since you’re my personal intern. Well, mine and Pepper’s, she’s making me share.”

Penny blinked rapidly and Mr. Morita looked like it was Christmas and his birthday all at once. “Penny here is one of our most exceptional students. She wasn’t even slowed down by her...absence of five years.”

Tony just hummed and Penny looked down at her hands, which were grasping her knees tight enough to leave bruises later. “Thank you, Mr. Morita.”

“Dr. Stark and I have been discussing your schedule. If it’s alright with you, you can leave after sixth period and go to your internship on Tuesdays and Thursdays. Then you can round out your hours on Saturdays. As long as Dr. Stark signs the paperwork confirming you made your hours every week, this will count as a full AP science credit and work-to-study.”

Mr. Morita beamed and Penny nodded. “Okay. Um, don’t I need to get my guardian to sign something?”

“I plan on swinging by Queensborough after this to talk to...Jonie, was it?”

“Um. Yes, that’s right, but you don’t have to do that, Mr. Stark -”

“Tony.”

“Tony,” she corrected in a high pitched voice. Yeah, that was weird. But not awful.

“Great!” He set down his cup and stood. “Then I’ll just pop by your...house and chat with Jodie.”

“Jonie.”

“Right, her, too.” 

A small laugh escaped Penny and he grinned at her. “I’ll see you tomorrow afternoon, kid.” His hand settled on her shoulder, warm and pleasantly heavy, and he squeezed it once before turning to shake Mr. Morita’s hand.

“I’ll be in touch, I’m sure,” Mr. Stark - Tony - said pleasantly. It was really weird, seeing Mr. Morita smile so widely.

She floated through the rest of the day in a happy daze. Flash tried to get a rise out of her (“Hey, they finally decide to kick you out?”) but it bothered her even less than usual.

When she got to the group home she was literally pulled from her thoughts by Lenny’s hand on her arm. “Hey, is it true? Did you really convince Tony Stark to donate a bunch of money to us?”

Penny blinked at him. “What?”

He motioned impatiently at the house, still half a block away, and her jaw dropped. There was a lot of activity there. Men were on the roof tossing tiles over the side into an area that had been cordoned off with bright orange netting. Well, it would be nice not to have to worry about water leaking into the storage area of the attic when it rained particularly hard.

Jonie was standing out front with two other men in thick flannel and carhartts and they were making expansive motions at the front of the large house. “What’s going on?”

Lenny crossed his arms over his chest and raised his brows. “I think I should be askin’ you that. Tony Stark shows up today, looking like a million bucks, announces you’ve won some internship -”

“Shouldn’t you have been at school?”

Lenny looked away and shrugged. “Suspended. Fighting.”

“Oh, Lenny,” Penny said, sympathetic. That was his second strike this year and one for violence, too.

He just waved her off. “Anyway, you know Jonie, she handled it like billionaires just walk into our kitchen every day. They sat down and had tea and spent an hour talking about you.”

Penny grimaced and he snorted. “Mostly good. Then they started talking about the home, and next thing we know he’s calling up contractors and people are supposed to be delivering new clothes for us -”

“What? That’s - no! We can’t just -”

“You gonna be the one to tell the rest of the kids we can’t keep the shit that’s been showing up all day?” Lenny asked and she deflated.

As though called by their words a Best Buy truck pulled up in front of the home. “No,” Penny whimpered and put a hand over her eyes. Did Mr. Star - Tony - see her as some...orphan he had to pity? The suit was one thing, that was hero business, but this was different. 

She walked closer to the home and watched with a numb, sick feeling while a large TV was unloaded from the truck. “Heard Jonie talking to one of her friends. The Maria Stark Foundation donated a bunch of money to the city for the homes. I think maybe he just realized how much we need it after he met you, Pen, that’s all.”

She blinked and looked over at Lenny. There was a scowl on his face and his cheeks were a little ruddy, but there was no mistaking the kindness in his last statement. It did make her feel better, knowing that Mr. Stark had helped a lot of people, not just her. She remembered his expression when he dropped her off on Friday.

“Thanks, Lenny,” she said. He shrugged and moved to sit on the railing of the fence. She looked at the front door, then sighed and took off her backpack and settled into the railing next to him. 

He glanced at her out of the corner of his eye when she unzipped the side pocket and pulled out two candy bars, silently handing one over. “You don’t owe me anything,” he said gruffly.

Penny rolled her eyes and shook it at him. “I know that. I just want to share my candy with a friend, is all.”

She ignored the way he was staring at her, lips parted and eyes wide, and watched the Best Buy guys unload a stack of laptops. Mr. Stark didn’t do anything by halves. He finally reached out and took it from her. “Thanks.”

She shrugged and ripped open the wrapper of her snack and they ate in companionable silence until Jonie spotted them and hurried over. “Penny!”

She swallowed her last bite and licked her lips. “Hey, Jonie.”

Jonie moved forward in an aborted movement that Penny assumed would have been a hug but turned into a shoulder pat at the last moment. Jonie’s eyes had a wet sheen to them and her voice shook. “Thank you, Penny.”

“For what? This was all Mr. Stark.”

Her lips twitched. “For being you, then. You drew his attention, and I guess he really is a hero because he didn’t waste any time doing everything he could to improve the lives of you and your housemates. Oh, Penny, we’re getting new appliances! And computers!”

Lenny shushed her and looked around at the crowd they were drawing. “You wanna get us robbed, or what? Keep it down, Jonie, jeez.”

She looked around sheepishly. “Sorry, but I think the Best Buy truck already gave us away.”

“They’d be crazy to rob a place Tony Stark has a personal interest in, anyway,” Lenny said in a louder voice and a few people shifted before erupting into whispers.

_ And Spider-woman, _ Penny thought but obviously didn’t say out loud. She just nudged Lenny with her elbow and smiled when he looked over. “I’m helping some of the kids with homework today. I suck at English and History - everything not math and science, basically. Will you help me?”

He looked at her for a long moment, dark brown eyes assessing. Lenny, she knew, had grown up hard. He’d spent the last five years in the group home and she’d heard that his mother had come back when Mr. Stark reversed the snap but that she’d left him here. Both his strikes had happened in the past five months and Penny was pretty sure that wasn’t a coincidence. At least they were crossed out after a year, he just had to keep his nose clean for the next seven months.

Penny knew Lenny was smart. She’d seen him reading what she was pretty sure was college-level literature on more than one occasion. He didn’t deserve to be sent away from the place that had been his home for so long.

Finally, he shrugged. “Yeah, okay. Ain’t got nothing better to do and I could use your help with Algebra, genius-girl.”

Penny rolled her eyes. “Help me put together a thesis for my paper on The Stranger and you’ve got a deal.”

000

“Penny!” She dropped her backpack just in time to catch Morgan, who must have been lying in wait in front of the elevator.

“Hey, sweetpea.” She hugged her close and stood, waving awkwardly at Mrs. Stark.

“I went back to school today, even though daddy didn’t want me to,” she said proudly. “I painted, you want to see?”

Penny laughed and set her down. “Sure. Why didn't your dad want you to go back to school?”

“‘Cause I got kidnapped, silly,” Morgan said breezily and Mrs. Stark put a hand over her eyes and shook her head.

“You need to stop saying that. Every time you do your dad freaks out.”

Penny laughed at her exasperation. It must be a lot, wrangling the two of them. “How was your day, Mrs. Stark?”

“Busy. Fine. And please, sweetheart, call me Pepper.” Penny’s eyes widened when she was pulled into a hug, but just like last time she returned it. “I made you and Morgan a snack. You can eat and then go join Tony in the lab.”

“You don’t have to -”

“I know I don’t. Go on, sit down.”

Penny let herself be led to the table, fairly certain there was no getting out of it. Not that she wanted to, it smelled good and she was hungry. “Thanks, Mrs. - um, Pepper.”

Pepper’s lips twitched. “You’re welcome.”

Penny accepted a large bowl of macaroni and cheese and sat down just as Morgan came careening down the hall from the direction of her bedroom, holding a painting aloft. She scrambled into the seat next to Penny. “Look! It’s a picture of the kitten I want dad to get me.”

Pepper rolled her eyes as she gently pushed the painting to the middle of the table and gave Morgan a much smaller portion of pasta. “You’re shameless. She’s been hitting the kitten angle hard since, well, you know. Tony’s only a few sad-eyes away from giving in.”

Penny grinned after swallowing a bite of the extremely delicious pasta. “Kittens are pretty adorable, but they’re a lot of work,” she said mildly. “You have to feed them every day, play with them, clean up after them...it doesn’t matter if you’re sick or tired or what. Think you can handle that?”

Morgan poked her fork into her macaroni and frowned thoughtfully. “I _ think _ so. But, would you still help me if I needed it?”

Penny laughed and ruffled her hair when she turned the sad eyes on her. “Well, of course, sweetpea. Everyone needs help sometimes. But it’d still be your responsibility.”

Morgan nodded as she shoved a huge bite into her mouth. “I donf min’,” she said around it.

“Don’t talk with your mouth full,” Pepper said mildly before scooping broccoli into both their bowls.

Penny was still grinning over Morgan’s dramatic groans over her mother ‘ruining’ her food when she got to the lab door. It swished open and she inched forward, peeking inside. There was music playing and she could hear the sound of metal clinking against metal somewhere, but didn’t see anybody. “Um. Hello?”

Mr. Stark’s head popped up from behind a bench. His hair was sticking up every which way and there was a line of grease across his forehead. “Penny! Awesome, I need an extra set of hands, come over here,” he said before disappearing again.

She dropped her backpack on the ground and scurried around the bench. She stopped and blinked at the ripped apart car engine that he was kneeling in front of. Why did he have a car engine in his shop? And where was the car it belonged to? He had his hand deep inside of it and was tugging something out.

“Hand me that wrench, then hold this part still,” he grunted. 

Penny hesitated before taking her sweater off and setting it aside, leaving her in a cheap t-shirt, then she knelt next to him and got to work. She watched him closely, following instructions and moving things around for him with her super strength, glancing at the schematics floating above them every once in a while. 

It clicked after about forty-five minutes. “You’re going to rebuild this to work off an alternate power source.”

He glanced at her and smiled. “Yep. I want to make cars that are self-driving and that use renewable energy. Nobody was interested five years ago, but after the Snap, well, people can understand the safety benefits of self-driving cars,” he said and wrenched at a stubborn bolt.

Penny froze at his words. “That - yeah, I guess they would,” she said quietly. The way May died that day hadn’t been even slightly unique.

He looked up at her, probably hearing something in her tone, and his eyes widened before he closed them. “I’m sorry, Penny, that was insensitive.”

Her lips twisted and she shook her head. “It’s okay. You didn’t mean anything by it, and, besides, it is nice that you’re building something that would make people safer. May would have thought that was cool. And they’re eco-friendly, which she really would have approved of.”

He shook his head but smiled ruefully at her. “You’re too nice, kid.”

“I could say the same to you,” she said and gently moved his hands so she could twist the bolt he was having trouble with, loosening it with ease. “What you did for all the kids at the home...you really made them happy. Thank you, Mr. Stark.”

He cleared his throat and looked down at the engine. “It was nothing, kid. And for the love of everything holy, call me Tony. Mr. Stark gives me hives.”

“Not to us, it wasn’t. You didn’t do it because of...of what I did for Morgan, though, right?”

He flashed her a half-smile. “I did it because it was the right thing to do.”

Penny sighed and nodded. The other kids had looked at her with something like awe at the home and it’d been, well, disconcerting. Especially because the internship wasn’t exactly based on the merits everyone thought it was. It had been even worse at school. Either Mr. Morita or the woman at reception had leaked the fact that she was now Tony Stark’s personal intern because suddenly she had a lot of attention.

Poor Melissa had been on the verge of abandoning her at lunch, she was sure, after the fourth person tried to sit with them. They’d ended up eating as fast as they could and then escaping to the library.

“That should do it. We should work on the suit before Pep drags us up for dinner,” Tony said.

Penny twitched at the word ‘us,’ but wasn’t sure what to say. They kept feeding her and hugging her and she couldn’t help but wonder how long their attention would last. It wasn’t a fair thought since the whole family seemed really nice, but, well. Hope was a hard thing after the past five months.

“I saw the videos from this weekend,” Tony said, wiping his hands on a clean if ragged towel after tossing one to her. “Looked like you enjoyed the new suit. Saw you stop that car, too - just how strong are you, kid? We haven’t had a chance to talk about your powers.”

Penny grinned. “Mr. - Tony - the suit is _ so cool. _ Seriously, the way it moved with me, it doesn’t ever get in my way. Some guy tried to stab me with a pocket knife last night and it was totally deflected -”

“Wait, what?”

Penny blinked up at him. “Yeah, don’t worry, stab wounds heal pretty fast. I mean, last time it happened, it only took a few days -”

Tony held up a hand and a muscle in his jaw ticked. “You’ve been _ stabbed? _How did some mugger or whatever even get the drop on you?”

“Oh,” she said and cleared her throat. “Well, it wasn’t really a mugger last night? There were some guys selling weapons and stolen goods and I guess there was just a lot of them?”

“You guess...there was a lot of them...” he said faintly.

Penny shrugged and nodded. “Yeah, I webbed them up and called the police, but I didn’t see anything on the news, which is weird. Or on my HUD...”

Her brow furrowed and Tony dropped his chin to his chest. “Awesome, you’ve pissed off people with dirty cops in their pockets.” 

He pointed at her and narrowed his eyes. “I’m on this, kid. You stay out of it.”

Penny crossed her arms over her chest. “If they’re messing around in Queens, then -”

“You really think I can’t deal with this? I may have lost an arm, but I still have everything else that makes me Tony Stark. Let me deal with this, alright? And for god’s sake, stop letting people stab you.”

She ignored the comment about his arm because obviously it hadn't made him any less _Tony Stark._ “I don’t let them -”

“Nope, this conversation is over. Just, let’s go do some tests in the gym.”

Penny gritted her teeth but didn’t argue. She wasn’t used to being sidelined, because there’d never been anybody to sideline her before. She couldn’t say she liked it but he did have a point. What was she supposed to do about dirty cops? Still, if she saw another situation like last night’s going down, she wouldn’t turn a blind eye.

He shoved work out clothes into her arms while she was still gaping at the huge gym a few minutes later if it could even be called that. More like a training facility. It took up at least three floors worth of space with its high ceilings. A rock wall took up one full side, along with an obstacle course. There was a matted area next to that and an area for workout equipment that Tony explained was specially designed to be used by superhumans along with regular ones. She could smell a pool nearby, too.

“Wow,” she said but let herself be herded towards a changing room.

She’d thought maybe they were Pepper’s clothes and they were just lending them to her, but then she’d had to remove tags before she could pull them on. They were a perfect fit and silky against her skin in a way that she assumed meant they were expensive. 

She blew out a breath of air and shook her head. When she emerged in the gym Pepper and Morgan were there. “We want to watch!” Morgan called.

Penny grinned and waved at them but Tony was already pulling her towards the mats. “Okay, get stretched out,” he said with an excitement that she couldn’t help but share. She’d never had a chance to show anybody what she could do before, not really.

She may have shown off a little while stretching, giggling when Tony made distressed sounds at the shapes she could contort herself into. “That’s amazing, but honestly really disturbing,” he said after she pulled her legs from behind her head.

“Yeah, it takes some getting used to. I'm like, a master at Yoga, though,” she said with a shrug.

He shook his head and his lips twitched. “Too bad I’m stealing you for SI, your possible future as a yoga instructor will never come to be, sorry, kid,” he said and put a hand on her shoulder to lead her to a treadmill before she could react to that statement. “Let’s see how fast you can run, and for how long, hm?”

It turned out she could run really, really fast. “That’s...incredible. Pretty sure you could keep up with T’Challa. You’d win in a foot race against Steve Rogers. Damn.”

Penny beamed at him. “Really? I’m faster than Captain America?”

He smiled back at her and ruffled her hair. “Damn right. Come on, let’s see how much you can lift.”

“It’s too bad Steve’s not around anymore,” Tony said to Pepper when she bench-pressed six hundred pounds a few minutes later without any strain. “I would love to see his expression when a scrawny five foot four kid lifted more than him.”

Penny wanted to ask where Steve Rogers had gone but kept her mouth shut. It was a mystery to everyone outside of his team and she didn’t feel right trying to get the information from Tony.

“Okay, so, let’s see you do the obstacle course,” Tony said and Morgan cheered. She’d been whining about watching her do it since they started.

“Suit on?”

“Yeah, I want you to use your webbing. You never said how it felt, though it looked like it was working fine in the videos.”

Penny shrugged and accepted a water bottle from Pepper, who had been working on something on a StarkPad in between keeping Morgan occupied. “It was good.” She bit her lip.

“Out with it, kid, come on, you won’t hurt my feelings.”

“Well. I guess they’re not quite as responsive as my old ones. I think it’s because it had an actual mechanism that I pressed instead of being activated by motion. I could kind of control how much or how little I got by how hard I pressed? Also how fast it came out. Now it’s...”

Tony was already nodding, brow furrowed as he tapped away at a StarkPad he’d brought with him. “Got it. Bring in your old web slingers on Thursday, I’ll watch you use them, then we can write a program that differentiates between minute motions.”

“Oh, it’s not -”

“It’ll be a good learning experience for you. Okay, come on, let’s go, obstacle course time, we only have an hour before dinner.”

Penny sighed and wondered if he was always this pushy. From Pepper’s exasperated expression she was going to guess yes. It was a little odd, actually, seeing Tony Stark as a real person with real annoying personality quirks, not just an image or symbol. She tapped her wrists together and grinned when Morgan ‘oohed.’

“I like her suit, it’s pretty. Why isn’t yours like that, daddy?”

“Because I’m not a freakishly flexible acrobat with super strength and enhanced healing,” he said wryly. “I need - needed - actual armor.”

“I hope I get bitten by a radioactive spider,” Morgan announced after thinking that through and Penny couldn’t help her choked off laughter at Tony’s horrified expression.

They went through the obstacle course a few times (apparently the Black Widow still held the record but barely) and Tony dropped the suit off in the lab for an upgrade before ushering Penny and Morgan into the elevator behind Pepper, ignoring Penny’s denials about needing dinner. “No, nope, I told Jodie -”

“Jonie.”

“-that I’d feed you on intern days. Sorry, kid, she’s scarier than you.”

Penny rolled her eyes. “Jonie is not scary. She’s, like, the opposite of scary. Well, mostly. I guess when she's mad she can be a bit...” Terrifying.

“Uh-huh,” he said. “Exactly. We ordered Indian. Is that okay?”

Penny’s stomach growled and she blushed when Tony chuckled and Pepper turned away to hide a smile. “Uh, sorry. I get hungry after using my abilities.”

“I bet you eat a lot more than your peers, huh?” Tony said casually when the doors opened. Morgan’s eyes were glued to her screen, playing some game that looked like it might involve building pretend robots, which, yeah, that was cool, so he guided her with his hands on her shoulders.

“Yeah, kinda,” Penny said.

“How do you deal with that? I mean, I’m guessing they’d know something was up if you ate - three times? - the amount of everyone else.”

“I think that’s about right. I mean, I make sure I take in triple or quadruple the amount of recommended calories for my age and height and I seem to do okay unless I’ve really pushed myself. And I snack a lot on high-calorie stuff. Less obvious that way. I’ve got a few Bodega owners I’ve helped out who don’t mind giving me free stuff.” She wrinkled her nose and shrugged. “I hate taking it, but I can’t just starve, either.”

The Indian food was already on the table and it smelled amazing. Tony had really put her through her paces. When she looked over Tony and Pepper were exchanging a meaningful glance. 

“Well, eat as much as you want when you’re with us, Penny. We certainly have enough,” Pepper said with a kind smile.

Morgan regaled them all with tales from her day at the Montessori school she went to. From some of the things she and her parents said, Penny assumed it was built with the rich and famous in mind. High security and lots of resources. Tony did seem to be sulking about her going a bit. Only Pepper narrowing her eyes at him kept him from complaining.

“Alright, kid, we’ve gotta hurry if I’m going to get you back in time,” Tony said. “I wanna show you what I added to the Spider-woman suit.”

“But I want to play with Penny!” Morgan said and turned to her with a trembling lip. “Please, Penny?”

Penny was suddenly glad for the past five months of shoring up her defenses against children’s sad eyes, though Morgan’s were admittedly at the next level. “Sorry, sweetpea, but I already promised your dad I’d play with him in the lab today.”

Pepper laughed and Tony said, “Hey, I do serious work in my lab!”

“Yes, dear. Come on, Morgan, I got you a new book today.”

“Yes!” Morgan said and scrambled down. 

Pepper stopped and squeezed Penny's shoulder. “Bye, Penny. We’ll see you on Thursday.”

“Okay, Mrs - uh, Pepper. Thanks for dinner.”

Morgan hugged her around the middle. “Next time, you can play with me_,” _ she whispered and sent her father a venomous glare.

Penny bit back a smile. “We’ll see, sweetpea.”

Back in the lab, there was a little status bar floating above her bracers that said _ Upgrade 100% Complete. _ “Go on, put them on and activate them,” Tony said, leaning back against a table and crossing his arms.

She wanted to comment on his smugness, but, honestly, if he was feeling that way whatever he added probably was awesome. She put them on and clicked her wrists together. She thought they might have responded just a little faster and the mask definitely formed quicker than it had before, which was nice. Who knew when she might be in danger of having her identity revealed.

Before she could gush about it, though, a voice sounded inside the mask. “Hello, Spider-woman. Congratulations on your upgrade.”

Penny froze. “Um, who is this?”

“I am an AI built for your use by Tony Stark. My functions include providing support, updating Mr. Stark should you run into any life-threatening situations, and assist you in learning the functions of your suit and in piloting it.”

Penny opened her mouth, then closed it. This was...this was... “Mr. Stark, you built me an AI?” And, okay even she could hear how wobbly her voice sounded through the suit.

He shifted uncomfortably. “It's Tony, kid, come on, you were doing so well. And, yeah, obviously. I was going to wait to install her until you’d had a chance to get used to the suit, but then after you told me about getting stabbed -”

“_ Almost _ getting stabbed -”

“ - I realized you’re the type to fall into trouble and I want you to have someone you can rely on no matter what. God knows FRIDAY and her predecessor pulled me out of enough crap.”

Penny crossed the space between them and wrapped her arms around his middle. “Thank you. This is the nicest thing anyone’s ever done for me.”

He hesitated before wrapping his arms around her. It only lasted for a few seconds before Penny remembered who she was hugging. She released him and stepped back, glad that her mask was covering her surely-bright-red face. He must think she was such a baby, running around hugging people over suit upgrades.

She cleared her throat and searched for something to break the awkward silence. “What’s her name?”

“I don't have one yet, Penny.”

“She’s yours, kid, you name her.”

Penny blinked back tears. That was just...so, so nice. It was like he'd gotten her a pet, but cooler.

Tony had picked up a sphere that made Penny’s spidey senses tingle to look at and was fiddling with it, dropping it between his metal and flesh hand and avoiding looking at her. 

“Right, a name,” she said after clearing her throat. For one awful moment, she considered the name May. It made something surge up in her throat and she cast around desperately for something different. Then she remembered the Spongebob episode that had been playing that morning while she ate breakfast for one of the kids who was staying home with the flu.

“Karen!” she practically yelled. 

Tony jumped and the ball bounced off the side of his hand before falling to the ground. “Shit!” Tony said. It hit with a clang and a moment later it shuddered, then a puff of smoke escaped from a small crack in the side. They both stared at it. “Uh, just a prototype, I made sure to make it less explosive than it will be in its final form,” he said sheepishly.

Before Penny could respond with something like _ Why were you tossing around a grenade, stunted or not? _ there was a series of whirls and beeps and DUM-E wheeled into view brandishing a fire extinguisher.

“DUM-E, _ no -” _ It was too late, though, and a moment later the grenade, floor, and Tony’s shoes and pants were covered in foam.

DUM-E let up on the trigger, then spun around, letting out excited little meeps before speeding away again. Penny and Tony just stared at each other for a few long moments until the silence was broken by a laugh. 

It took a second for her to realize it had come from her, but once she had there was no holding back. She managed to click her wrists together to retract the suit before doubling over, hands on her stomach from the force of her mirth. It had been a long time since she laughed until she'd cried and part of her was worried that Tony would be upset. But then his chuckles joined her own gales of laughter.

It took a while to stop, since every time she looked up she saw his pants which were wet from knee to ankle and the mess that a few little bots were now determinedly cleaning up. He was grinning at her, leaning back against the bench again, apparently content to just let her get it out. 

“I should have known better than to give him the job of managing the fire extinguisher, but he was so proud,” Tony said after he’d changed into sweats and they were in the car on their way to Queens. Penny felt warm and happy, tucked into the comfortable leather seats while he told her story after story of DUM-E and his brothers’ exploits. It was the best night she'd had in a long, long time.

She tracked Melissa down at her locker first thing in the morning and grabbed her forearm lightly to get her attention. “I have an idea for our robot,” she whispered excitedly. 

Melissa’s eyes lit up. “Tell me!”

000

It went on like that. Penny went to Stark Tower Tuesdays and Thursdays and Saturday afternoons for a few weeks until Morgan lost patience with the lack of attention she was getting.

“We have a big brunch every Saturday morning and sometimes Uncle Rhodey comes. You should come, too!”

Penny looked up from her plate of spaghetti and swallowed. “Oh. Morgan, that’s a family thing -”

“You should come,” Tony said casually. “If you want.”

“I - usually I do my homework for the week on Saturday mornings,” Penny said with no small amount of sadness. She’d love to spend more time with the Starks (all her time, really, but she tried not to think about that) but she had a pretty strict schedule to keep herself from falling behind in, well, everything.

“You could do your homework here! Dad and mom are really good at helping with homework,” Morgan said seriously.

Penny opened her mouth to refuse but Pepper beat her to it. “That’s a great idea! Morgan usually watches cartoons with Tony Saturday morning, you can set up camp with them. It would probably be a little quieter than Queensborough, at least. Right, Tony?”

“Sure. I’d be a useful reference for all those math and science courses you’re loaded up on, too,” he said with a wink. “Though you’ll have to ask Pepper for the soft stuff.”

Penny looked between three expectant expressions before ducking her head, pleasure moving through her. “I - yeah, okay. That sounds fun.” After that, she didn't miss a single Saturday brunch, though she had yet to meet 'Uncle Rhodey,' who she'd figured out was actually War Machine. It'd blown her mind just a little.

Sundays were for patrolling, of course, but she started getting lunch invitations to Stark tower via Karen from FRIDAY whenever things got quiet, which wasn’t suspicious at all. It was wonderful and a small, hidden part of her couldn’t help but think _ family _ whenever Pepper hugged her or Tony looked at her like she was something special or Morgan demanded she play superheroes with her. Even if she felt a bit like a hanger-on, she couldn’t get herself to stop accepting every invitation, every show of affection.

Penny pulled her coat around her and shivered when she stepped outside. It was much nicer than her old one and had come with matching mittens, hat, and scarf, but the wind was biting enough to feel like it was going straight through her. The Stark’s had kept their promise and sent loads of new clothes to Queensborough Group Home, but Penny was the only one who’d gotten a personalized wardrobe. It’d been embarrassing and overwhelming and _ wonderful _ to have someone put so much care and thought into her.

“God, I hate the weather in this city,” Melissa muttered, glaring at the snow swirling at their feet. “Can’t wait until I’m warm all year round at Stanford.” Her eyes went unfocused and dreamy and Penny laughed.

“You know, it does get cold in the winter in Stanford.”

“Not like here! And it doesn’t last very long, either.”

Another gust of wind blew across them and they huddled into their coats. “Where’s Mr. Stark?” Melissa asked, looking eagerly for the Audi he’d taken to picking her up in on Tuesdays and Thursdays once the weather got frigid.

“No internship today. He and Pepper had an SI thing in Germany and they took Morgan with them.”

“Oh,” Melissa said, obviously disappointed. She usually walked Penny to the car and waved hello to both Morgan and Tony, which she claimed was the highlight of every week.

“Yeah,” Penny said a little more glumly than she’d meant to. They’d left Saturday evening and she already missed them. Could she be any more pathetic? _ They aren’t yours, Penny_, she reminded herself for the thousandth time.

Melissa sent her a sympathetic look. “You could come over if you want. My parents are out.”

Melissa’s parents were...nice. Penny thought they were a little reserved with Melissa, but then it must have been really strange, having their daughter back from the dead, unchanged after all that time. “Sure,” she said.

They spent the evening eating junk food and pretending to work on their robotics project. At nine Penny stood and stretched. “I should get going. Curfew.”

Melissa smiled at her. “Okay. I’ll order you an Uber.”

“Nah, it’s okay, I’ll take the train.”

“Penny, it’s freezing.”

“I’ll be fine, I promise. The train will be warm and it’s like a block away and comes out right next to the home.”

After a bit more arguing Melissa let her go, though she didn’t look happy about it. Penny walked quickly to the station and let out a breath of relief when the train got there just as she did. She shook out her hands and jumped up and down, sharing a commiserating look with a man in a suit and wool coat.

Luck was with her because she only had to wait two minutes for her transfer. She was going to have plenty of time to get to the group home before curfew, which was good because Hanson was on the overnight shift while Jonie went to a conference in Pennsylvania. 

She took the stairs two at a time at her stop and had barely taken a step towards the group home when she heard what sounded like a whimper. Penny narrowed her eyes and tilted her head to the side.

“Don’t, please, I don’t have anything -”

“Hush, sweetheart, I’m not going to hurt you,” someone crooned. “As long as you hand over the purse and that lovely watch.”

Penny was already running for a dark space between two run-down houses that was overgrown with bushes. She knew all the best places to get out of sight in her neighborhood by now. 

“It was my father’s, please don’t -” the sound of flesh hitting flesh and a sharp cry had Penny struggling out of her coat and sweater as fast as she could, adrenaline taking most of the sting from the air when she pushed down her pants and kicked off her shoes. She tapped her wrists together and bolted out into an abandoned back yard just as her suit formed around her.

“Good evening, Penny. May I ask why you’re out in the suit so close to curfew?”

“Trouble,” she said shortly and ignored the sick feeling at the word curfew. She had twenty minutes, she could save this girl and get back if she hurried.

“I see.” 

Penny used a web to pull herself over the fence and onto a roof, pushing herself to move faster at the sound of tearing cloth and a sob. She dropped down into a cracked parking lot behind a deli that had closed for the night.

There was a girl being held up against a wall by a huge hulking man, who was tugging her clothes aside to reach into pockets. She was holding her wrist to her chest and there were tears on her face. 

“Hey!” Penny yelled. He turned towards her just in time for her foot smash into his face. He staggered back and she took advantage of his surprise to land a kick to his chest. He fell to the ground and she webbed him to the asphalt.

“Karen, call the police.”

“Yes, Penny. May I suggest you head back to Queensborough, now?”

“Yeah, just a second,” Penny said and went to kneel in front of the girl, who had collapsed and was hunched over her wrist, sobbing.

“Are you alright?”

She looked up at Penny through thin blonde hair. She couldn’t be older than fourteen. “I - I think he broke my wrist,” she whispered.

“Let me see,” Penny said and held out her hand, waiting patiently while the girl slowly extended it. She took it gently. “What’s your name?” she asked. It was swollen and purple and, yeah, probably broken.

“Sarah.”

“Well, Sarah, you’re safe now. The police are on their way. Keep this still until they get here -”

“You’re leaving me with him?” Sarah asked just as the man caught his breath and started screaming at them.

Penny winced. “Come on, let’s go around to the front.” 

She helped Sarah up and led her around to a sagging bench in front of the deli, helping her sit in it and then crouching in front of her. “The police should be here soon.”

“They are ten minutes away, Penny. You will not make curfew if you wait with her.”

Penny looked at the girl’s wide, terrified eyes and the dark street around her. She took a breath. “Don’t worry, I’ll wait here with you.”

She made it back to her clothes at exactly ten. She threw them on haphazardly and grabbed her now-soggy backpack before taking off at a sprint for the home. She’d left as soon as she’d seen the approaching red and blue lights, ignoring the dinging sound indicating a text coming into her suit - probably from Tony. She’d muted Karen after her fifth warning that she was going to miss curfew.

Penny sprinted up the front steps and grabbed the handle, closing her eyes when it wouldn’t turn. “Damn,” she whispered just before she heard the sounds of locks clicking and the door swung open to reveal Hanson.

He was a skinny man that could have been anywhere between the ages of twenty-five and thirty-five. His eyes narrowed. “You missed curfew.”

“I’m sorry! I was working on a group project and the connection was late -”

“No excuses. This is the third time in six months. You know what that means, Penny.”

She could see a crowd of kids behind him, looking a mixture of stricken, gleeful, or uncaring. “I - I’m so sorry, Hanson, please, I didn’t mean to -”

He raised his brows and took in her rumpled, wet clothing. “A group project, hm? Somehow I doubt that was what you were doing.”

She blushed and opened her mouth to protest.

“Come on, Hanson, she was like six minutes late. Give her a break,” Lenny said. He was leaning against the wall of the hallway, looking bored and unconcerned, but she could see the tension in his shoulders. They weren’t close, exactly, but they were friendly after that day a few months ago and helped each other with homework.

Hanson looked over his shoulder to glare at Lenny. “You’re on thin ice yourself, Leonard. Keep it up and maybe it won’t be just Penny on her third strike.”

Lenny straightened and opened his mouth but Penny caught his eye and shook her head frantically. She didn’t want him getting kicked out over her. Her skin was a strange combination of hot and numb and she was vaguely aware of her shaking hands.

“Hanson, please. I promise, I wasn’t doing anything wrong, the train - I can, I can call my partner for the robotics project, she’ll tell you.”

Hanson scoffed and stepped back. “Get inside, you’re letting in the cold air.” She scrambled to follow and he shut the door and locked it after her. “You think you’re above the rules because everyone says you’re some sort of genius and Tony Stark dumped a bunch of money on us thanks to your internship. Well, you’re not, and I don’t have the patience for people who think they’re better than others.”

Penny fought the tears threatening to fall. Is that what people thought of her? “I don’t think that. It was an accident, Hanson, _ please, _ I never make trouble, I - I’m nice to everyone.” To her mortification, she started crying. A few of the kids made to step forward but Hanson held up a hand and they all stopped. 

“Every time you miss curfew, you’re making trouble. Being in this home is a privilege, Penny, and one you obviously don’t appreciate. I’ll be putting in the paperwork tonight. I hear there’s an opening in Essex County.”

“You’re sending her to _ Jersey? _ That’s just not right, man!” Lenny said and Penny was surprised when he stepped forward and wrapped his hand around her wrist. “She’s a good person, you know that -”

_ “Lenny. _ I will have you out of here so fast your head will spin if you don’t stop. Now, everybody, up to your rooms. Penny, don’t bother going to school tomorrow. You’ll be transferring anyway and you need to pack.”

Hanson turned and stalked down the hallway, the children parting like the red sea to let him through. Penny just stood there, shock thrilling through her. She’d just lost everything. Her scholarship, her friends, the Starks -

She put her hands over her face when a sob ripped through her. “Alright, that’s enough, nothing to see here, go on,” Lenny snapped to the crowd still in the hallway.

“Will she be okay?” someone whispered.

“What do you think? Just go on, you should get into bed before that asshole decides to go on another power trip and give us all a strike,” Lenny snapped.

Penny heard footsteps fading down the hall and up the stairs and she let Lenny lead her after them. “It’s alright, Penny, once Stark hears about this I’m sure he’ll raise hell. Hanson’s an idiot if he thinks he can get away with this after everything he did for the homes in the area. He’ll be lucky not to lose his job.”

“There - there’s nothing he can do,” Penny said around a hiccup. “You know all the checks they have in place to keep people from abusing the system.”

Lenny didn’t reply, which she supposed meant that he agreed with her. They came to a stop outside her bedroom door. “Come on, you’re all wet. Go get changed. Hannah, make sure she puts on pajamas.”

“Lenny.” Penny looked over at him when he stepped away, and when he stopped she fumbled for her bracers, taking off one and then the other. “Can you - will you give these to- to Mr. Stark, please? I’ll let him know you have them. They - they’re part of the internship, something I’m testing and -” her voice broke.

“What? No, give them to him yourself, crazy girl! You’re acting like you’re never gonna see him again.”

Penny wiped at her eyes. “Lenny, they’re sending me to a home for troubled youth in Jersey. You really think he’s going to be interested in letting me in his lab, around his daughter? Or that SI wants someone like me as his personal intern? Just, please, Lenny. Promise you’ll get them to him.” She couldn’t be Spider-woman where she was going, anyway. 

She’d looked into the homes you were sent to once you'd blown through your chances after her second strike. She’d get to leave to go to school and for monitored outings, and that was it. Security would be a pain to get through, too so sneaking out wasn't an option. If she was on her best behavior for six months she might get moved into one of the regular group homes again. It was fine, she could do this.

“Fine,” he snapped and shoved them into his pocket. “But I still say he ain’t letting you go to Jersey.” 

Her lip wobbled and she lunged forward and wrapped her arms around his neck. “Thanks, Lenny. For everything.” 

He stood stiffly, obviously surprised, and she pulled away before he could push her away. She let Hannah coax her into her pajamas and push her phone into her hand. “You should call Mr. Stark,” she whispered just before Penny crawled into bed.

She might have been in shock because the next time she was aware the lights were out and both her roommates were asleep. Penny remembered the dinner they’d eaten before the Starks had left on Saturday evening. Morgan had put green beans in her nostrils and announced, “I’m a walrus!” which made Ton - Mr. Stark snort milk out of his nose.

Pepper had taken a large drink from her glass of wine while Penny laughingly recited walrus facts to Morgan so she could properly be a walrus. And Mr. Stark had looked at Penny with such warmth, almost the way he was looking at Morgan and it had been - it had been -

Penny turned her face into her mattress so that she wouldn’t wake her roommates. She was so stupid, to think she was actually a part of their family. You didn't get sent away from family for being late to curfew a few times. It felt like losing Ben and May all over again. Why did she always lose the things she loved?

Eventually, she was pulled out of her miserable thoughts by something buzzing at her side. She frowned, then remembered that Hannah had put her phone in her hand.

She felt around until her fingers hit the cool surface. It was a Starkphone, which Tony - Mr. Stark, _Mr. Stark_ \- had given her on her second week. “Perks of being my intern, kid,” he’d said when she’d tried to argue.

She had to wipe her eyes to see the screen and when she did it was to find there were six missed calls and a plethora of texts from both Starks displayed there.

_ Kid, Karen said you cut curfew pretty close. You make it? _

_ Hey, call me when you get a chance _

_ Seriously, Penny, let me know you’re okay. _

There was one from Pepper - _ Mrs. Stark _ \- too. _ Sweetheart, please let us know you’re alright. _

Penny opened that chat. She didn’t think she could say it to Mr. Stark, let him know just how badly she’d messed everything up after all the faith he’d shown in her. It took her a few tries to settle on something. _ I messed up, I’m so sorry. Tell Mr. Stark thank you for everything. My friend Lenny at Queensborough has the bracers, he can come pick them up. Give Morgan a hug goodbye _

Penny pressed send just before her tears started up again and turned off her phone. She didn’t want to answer any questions about what had happened. Penny rolled up into a ball and tried not to think about how she would break the news to Melissa. They were friends, now, best friends probably. They’d both been so alone and now...

Penny pushed the heels of her hands into her eyes. They could still be friends, she was sure. They could text, and six months wasn’t such a long time. Penny would follow all the rules, she would put away Spider-woman and keep her head down. 

She slept fitfully and woke up with swollen eyes and lethargy that had sunk deep into her bones. Penny rolled over and stared up at the ceiling, numb and letting her thoughts float. Eventually, the rest of the house started to stir. 

“Penny, are you coming down to breakfast?” Hannah whispered after she was dressed. 

“No, I’m not hungry.” Her voice sounded lifeless and dull and Hannah bit her lip. “It’s fine, Hannah. Really.”

“I - okay.” To Penny’s surprise, she climbed up on the bunk and hugged her. “I’m sorry, Penny. Hanson was awful, everyone agrees. We hope Mr. Stark can fix it.”

Penny’s lip wobbled up on one side. “Thanks.” She didn’t bother pointing out that once the strikes were in the system, there was nothing anybody could do. Everyone followed the rules, there were no favorites allowed.

She listened as her housemates ate and showered and slowly filtered out the door to get to their various schools. Penny wished more than anything that she was going with them. She pulled herself out of bed and into the shower. If she was going to Jersey, she was going to at least be clean first. 

She was packing her clothes into a few raggedy suitcases that Hanson and tossed at her feet when she heard the phone ring downstairs. 

“Hello, Queensborough Group Home,” Hanson bit out and she blinked at his tone and concentrated on what the person on the other side was saying.

“Are you stupid or just that big of an asshole, Hanson?” Jonie’s voice yelled and Penny winced. “I got a call first thing this morning from Lenny telling me you gave Penny a strike for missing the train and being six minutes late. Are you crazy? She’s a damn saint, Hanson, and you know it.”

“I -”

“And _ then _ two more of the kids called me, wondering if they’re next on the chopping block because if _ Penny Parker _can be sent away -”

“She was late, Jonie -”

“ - then what the hell kind of chance do they have? Then you know what happened?”

“I can guess,” Hanson muttered.

“Oh, yes, I got a call from a pissed off and freaked out Tony Stark. Do you have any idea what that was like?”

“I do, actually, he called me this morning and he was extremely rude.”

Penny blinked. She didn’t remember that. It must have been while she was, well, crying in the shower.

“Oh, yes, he told me about how you were very clear on the fact that Penny Parker has received her third strike and is being shipped off to New Jersey. You - you really don’t realize what you’ve done, do you?” Jonie finally said in a defeated tone. 

“I did my job! Just because some rich guy decided to throw her a bone -”

“Some rich guy - he saved half the damn universe not even a year ago! He donated a million dollars to the city earmarked for the group homes, and all because of that girl. Hanson, you’ve completely destroyed yourself, don’t you see? And you’ve destroyed the world of an extremely bright, kind, and wonderful girl while you were at it. They’ll be up against a wall, they won’t be able to reverse this because the system has to be trusted. Damn you, Hanson!”

Penny sat down and wiped at her eyes. She’d known Mr. Stark couldn’t do anything about her situation, but hearing Jonie say it out loud just made it more real. 

“She was late,” Hanson whispered. “She was -”

“Oh, Hanson. I know following the rules is important to you and this whole thing with Penny and Tony Stark threw you through a loop, but this was just cruel and you know it.”

Penny shook her head and put on her noise-canceling headphones to muffle their conversation, not wanting to hear anymore. Not only had she ruined her own life, but she’d messed up Hanson’s, too. She glanced at her phone, still off, and considered texting Mr. Stark and asking him to not get Hanson in trouble. She really, really didn’t want to face that reality yet, though.

She spent the rest of the morning making sure she had all of her stuff together before Hanson came to help her carry the suitcases down. He was pale and his expression was pinched but he still looked somewhat determined. Part of her was happy she wasn’t the only miserable one, but the rest of her felt like she was watching the proceedings through a white film.

“Your ride should be here soon,” he said neutrally and she nodded.

Sure enough, the doorbell rang a few minutes later. A sick feeling cut through her numbness and she would have frozen in place if Hanson hadn’t herded her to the door.

He opened it to reveal a stern-looking woman with severe bangs and a no-nonsense way of speaking. Penny barely heard her introducing herself and offering up paperwork and identification through the rushing in her ears. She looked around, trying to memorize the way the sun glinted off the smattering of snow, the rundown buildings of her neighborhood.

It hit her as she walked down the sidewalk, really hit her, that she was leaving Queens. She’d never lived anywhere else and she loved it here, had put her blood and sweat and tears into keeping it safe. She didn’t want to leave.

She stopped walking a few feet from the car. The woman opened the door while Hanson loaded Penny's bags into the trunk. “Come on, Penny, it’s time to go,” she said in a surprisingly gentle tone.

Penny shook her head and took a step back. Getting into that car would make it real and she couldn’t face it. The woman exchanged a look with Hanson before stepping towards her. 

Her breath began to come in small pants and she took another step away, her spidey senses going haywire. “I don’t - I don’t want to go. Please,” she said and she was crying _ again. _ Spider-woman didn’t cry, she fought. But she wasn’t Spider-woman right now, she was just Penny Parker, a kid who was losing everything for the third time in her life.

“You don’t have a choice,” the woman said and edged closer to her. Penny slumped and didn’t resist when the woman wrapped a hand around her bicep. The only thing worse than moving to Jersey was being bodily dragged to Jersey.

Penny let the woman tug her towards the open door, defeat pressing down on her, making her shoulders curl and her chin tuck against her chest. This wasn’t a fight she could win.

She braced her hand above the door and lifted her foot to get inside, the woman’s hold on her arm not loosening. Hanson was standing next to them and Penny thought that he might look a bit sorry, though she couldn’t be sure.

“Get your hands off her,” a familiar voice snapped from somewhere to her left.

Penny froze and her eyes went wide. Her heartbeat picked up in her chest and she felt like she was moving through molasses as she forced her body to turn towards the person who had just spoken.

Standing next to a long black car with its back door flung open, clothes and hair rumpled and with dark bags under his eyes, was Tony Stark. Despite his ruffled appearance he looked strong, dangerous even. His eyes were glinting and his shoulders were squared as though readying himself for a fight.

The woman froze next to Penny and she could feel her shock in her stiff posture and the slight tightening of her grip. Penny winced even though it didn’t actually hurt. She felt oversensitive, on the verge of completely losing it, and the rasp of fabric against her skin when the woman’s fingers moved was uncomfortable.

Tony’s eyes narrowed at her flinch and he strode towards them, open wool overcoat flaring behind him. “I said, get your fucking hands off my daughter.”

**Notes for the Chapter:**

> One dramatic entrance - check
> 
> No offense to all you peeps who live in Jersey :D


	4. Chapter 4

**Summary for the Chapter:**

> Penny gets her happily ever after.

Suddenly, there was about five feet of space between Penny and the woman, who had backed off quickly at Tony’s approach. Penny could only blink slowly and lower her foot back to the ground. Her thoughts were scrambled, trying to catch up with what was happening.

Then Tony was standing right in front of her, eyes concerned and roving over her. “Penny, are you okay?”

“Is she hurt, Tony? Is she okay?” Penny looked over his shoulder and Pepper (how could she have been trying to think of them as _ Mr. and Mrs. Stark _ for the past day?) was stepping out of the car, Morgan wrapped around her and crying messily.

“You - you came,” Penny whispered, then burst into tears to rival the ones trailing down Morgan’s face. Her knees gave out at the sheer relief moving through her, because Tony was here, and he would fix it, she knew he would, he always did.

He caught her and pulled her against him, wrapping his arms securely around her and tucking her face into his shoulder. “Of course we did. I’m sorry it took so long, we got on the plane as soon as we got your stupid text. I called and texted but you -”

“I’m sorry, I’m sorry, I just, I didn’t want to have to hear you say goodbye.”

“Never, we would never,” Tony said fiercely and she fisted her hands in his coat.

“We’re taking her home. Here’s the paperwork.” Penny stiffened and tried to pull away at Pepper’s clipped words but Tony just tightened his grip and kept her in place.

“Just let Pepper do her thing,” he murmured.

“You can’t just -” someone was saying but they were cut off by Pepper’s sharp voice.

“You’ll find we’ve gone through the training and home visits to be approved as foster parents. The paperwork for taking Penny in as her guardians was rushed but I assure you it’s all above board.”

“She got a judge out of bed at six this morning to make it happen,” Tony said into Penny’s ear.

She just stared at the building across the street, reeling. “You - how are you -”

“This all looks fine,” Hanson said stiffly.

“I’m assuming you’re Hanson Bordo?” Pepper said in a cool tone that made even Penny shiver.

“I - yes, I am,” he said with a quaver in his voice.

“Hm.” Pepper somehow sounded terrifying even while presumably holding a crying Morgan. “Sign here, please. Happy, get the bags from the trunk.”

Then Penny was being pushed towards the car the Starks had arrived in, tucked against Tony’s side, legs wobbly and mind blank. She looked over her shoulder and caught a glimpse of Queensborough Group Home just before she was hustled inside. She couldn’t help but wonder if she was still upstairs, asleep on her tear-soaked pillow.

“Penny!” She was pulled from her daze when Morgan flung herself at her. Apparently they were foregoing the booster seat today. “I heard mommy and daddy say they were trying to take you away, I was so scared.”

Penny hugged Morgan close as the car pulled away from the curb. She looked at Pepper, sitting across from them with bags under her eyes that rivaled Tony’s. “I - I’m sorry. I didn’t mean to,” she said as a fresh wave of tears swept over her.

Tony pulled her securely against him by the arm still wrapped around her shoulders and pressed his lips to her temple. “Don’t be sorry, you did nothing wrong. Karen told us about that girl, you did the right thing, you’re so good, Penny, it’s not your fault -”

Then Pepper was moving across the aisle between the seats to sit on her other side so she could wrap her arms around both her and Morgan. “We were so worried that we wouldn’t make it before they took you to that awful place.”

“Jersey?”

Tony laughed and Penny was surprised when it sounded a little wet. “No. Well, yes. But we mean that home for troubled youth - christ, what kind of idiot would look at you and not realize how much you don’t belong there?”

“I - what did you mean, that I'm coming home with you? Do you mean just for the night?”

“No, you’re coming home with us forever!” Morgan chirped and Penny’s eyes widened and turned to seek out Tony’s.

He smiled, rueful, and shrugged before looking over their heads at Pepper. “About that...yeah, Pepper and I have been going through the classes and mountains of paperwork and home visits to get approved to become, well, foster parents.”

“You have? Why?”

He raised an unimpressed eyebrow. “Why do you think, kid? We always planned on taking you in, if you’d have us. We just wanted to do it right.”

“If I’d...have you? But why? If it’s because of Morgan, I already told you, you don’t owe me -”

“No.” Pepper’s voice was firm and Penny twisted around to look up at her red-rimmed eyes. She pushed Penny’s hair away from her face and smiled, gentle and wobbly. “We want you in our family because that’s how we see you, as ours. We were going to talk to you about it next week, see if you...if you wanted to come live with us. And in three to six months, after the waiting period is over, we want to file for adoption if that - if that’s okay.”

Penny opened her mouth and then closed it. She’d never heard Pepper sound so uncertain before. “Really?” she whispered. Something felt like it was shattering inside her and then rearranging itself into something different, something better.

“Really, really,” Morgan said solemnly. “Mom and dad talked about it _ all the time. _ They were worried you would say no, but I knew you wouldn’t. You love me too much.”

Penny laughed and hugged Morgan tight. “You’re right. I love you so much, sweetpea. And, and I love Pepper and Tony, too,” she said and hid her face in Morgan’s hair. “I wished I could be yours but I thought you’d never -“

“For a genius, you’re kind of an idiot, kid,” Tony said and yeah, she was sure those were tears in his voice now. 

“Tony!” Pepper scolded but Penny giggled, well used to his sideways, snarky shows of affection by that point. And that’s what they’d been, those little proofs that he cared, even if she hadn’t let herself believe it.

He put his metal hand on her cheek and pulled her more firmly up against him with his other arm, sending Morgan tumbling into his lap. Pepper followed the motion until she was practically draped over Penny, one of her hands on Morgan’s leg and the other stretched out behind Penny and petting through Tony’s hair.

“Wasn’t it obvious? We were practically begging you to move in.”

“Mommy designed you a room, it’s right next to mine,” Morgan announced and Penny’s breath hitched.

“I gave you your own space in my lab.”

“We’ve been planning a family trip to Disney World for your seventeenth birthday.”

“We kept making your favorite foods for every meal -“

“Okay, I get it,” Penny said with a laugh and sniffle. “You guys...you want me, too.” The last was said with low reverence.

“We love you, kiddo. So you better just accept that we aren’t going anywhere. If you’ll have us, I mean.”

Penny looked between the three hopeful faces staring at her and swallowed. She took a breath and straightened, recognizing their need for reassurance even if it seemed crazy to her. “Well, it’s better than Jersey, anyway.”

Pepper's shaky laughter and Tony’s, “Hey! I am infinite times better than Jersey,” pulled her further back into herself.

Morgan giggled and slipped her hand into Penny’s before whispering, “I always wanted a sister.”

Penny squeezed back. “Me, too.”

They bundled her up to the tower as soon as they arrived, leaving a suspiciously misty-eyed Happy to get her suitcases. She was bracketed between Pepper and Tony the whole ride up in the elevator and Morgan had insisted she carry her.

They stepped into the penthouse and then just stopped and looked around. Penny wasn’t sure what she should be doing. Usually, she came and ate with them and then depending on the day either did homework or went to the lab with Tony. This situation was unprecedented.

Pepper took one look at everyone’s lost expressions and took over. “Okay. I think we all need to sleep. We’ll talk more after we’re rested.”

“God, I knew there was a reason I married you,” Tony said. 

Pepper rolled her eyes and took Morgan from Penny, but not before running her hand down Penny’s cheek. “Tony will show you your room, okay? There are towels in your bathroom and pajamas in the closet.”

Penny opened her mouth, then closed it, stuck on the words _ your room _. “Oh. That’s. Thank you.” 

Pepper gave Tony a look, then said, “Kiss your - kiss Penny goodnight, sweetheart.”

“It’s daytime,” Morgan muttered, then yawned and leaned forward to kiss Penny’s cheek. She must have been exhausted if she wasn’t even fighting going to bed.

“Night, Penny.”

Penny reached up and ran a hand through her tangled hair. “Goodnight, sweetpea.”

“Come on, kiddo, let’s get you into bed, you look like you’re gonna drop,” Tony said in a steady tone.

Penny let him lead her down the hall, past Morgan’s room and the closed door across the hall that she knew was his and Pepper’s. To her surprise, she was only one door down. Tony cleared his throat and reached out to grab the knob when she just stared at it.

The door swung open to reveal a large, airy room decorated in white and dark blue. Penny was stepping inside before she really gave her body permission to move. There were shelves of books along one wall and she could make out titles that ranged from Science Fiction to Bruce Banner’s newest book on gamma radiation induced mutations. She should probably get around to reading that, actually.

There was a large desk in the corner with a brand new laptop perched next to a lamp with cutesy cartoon spiders printed on it. Her bed was one of those huge, cloud-like affairs and had a canopy, which felt a little over the top. 

On the walls were posters she would have picked for herself if she could afford them. There was an original Avengers poster that was actually signed by each Avenger - wicked - and a Star Wars poster, also signed by a few of the cast. 

The periodic table of elements was pinned above her desk. The carpet was plush under her feet as she walked towards the closet door. She opened it and the room beyond - because, yeah, it was a _ room _ \- lit up without her touching a light switch. 

“Holy clothes, batman,” she murmured to herself as she took in the racks of jeans, pants, skirts, shirts, and dresses lining the walls. “You can’t expect me to wear all of these shoes,” Penny said, eyeing a pair of heels suspiciously.

Tony chuckled. He’d followed her to the door and was leaning against it, hands tucked in his pockets. “Pepper and Morgan may have gone overboard with the shopping.” His voice was light, but his eyes were assessing like he was waiting for her to...something.

Penny looked around until she spotted five pairs of neatly folded pajamas. She walked over and reached out tentatively to run her hands over a pair of warm-looking blue pants with a matching long-sleeved shirt. It was overwhelming, to say the least. Two hours ago she’d been getting ready to go to New Jersey. Now she was in a room that the Starks had decorated and filled with things just for her. 

Penny swallowed painfully. She should probably protest because this was way too much, over the top to a very high degree. Penny turned and crossed the room in two strides. Tony’s breath hitched when she wrapped her arms around his waist and pressed her forehead to his chest, but he didn’t hesitate in returning the hug.

“I really get to stay?” 

A warm hand settled on the back of her head. “Yes. I dare anybody to try and take you away,” he said and well, Penny couldn’t help but believe him.

000

Tony woke with a gasp, remembered anxiety sending his heart racing. There was a moment of disorientation before he recalled why it felt like he’d just fought a barely-won battle.

“Penny,” he said softly so that he didn’t wake Pepper. 

“Penny and Morgan are both in the kitchen, boss,” Friday said, so low that he barely heard her. “It is currently four am.”

Tony resisted the urge to groan. Their sleep schedules were so messed up. He sat up and winced at the way his scars, still red and swollen in places, pulled. He hadn’t had a day that stressful since he Snapped and his body was feeling it.

He walked over to a mat they’d put in the corner for him to do the stretches his physical therapist had taught him. He grabbed the cream that Bruce had created for him to help with the tightness and swelling when it got bad and unscrewed the cap before sitting down. 

It wasn’t surprising that he’d slept for ten hours. Karen had woken him with an alert at 4 am in Germany to let him know Penny had barely missed curfew and he hadn’t slept since. 

He scooped up a handful of the cream and hissed in through his teeth at how cold it was against the skin of his chest. He’d assumed it would be fine because what kind of an asshole would punish her over five minutes? Especially when the kid in question was sweet, too-smart-for-her-own-good Penny Parker? Then she’d sent that horrible text to Pepper and Tony had been sure he was going to have a heart attack because _ Penny wasn’t answering her phone _ and she’d taken off her gauntlets and nobody was answering the damn phone at the group home.

He pressed his lips together at the memory of Hanson Bordo’s pompous voice when he’d finally gotten through. _ There are rules for a reason, Mr. Stark, and we ensure everybody follows them, even those with better connections than the other children. _

Reading between the lines had been easy. Hanson had given Penny that last strike because he was jealous of what she had. 

FRIDAY had looked him up while they were on the plane. He’d been seventeen at the Snap, lost his family, and was put into one of the Group Homes. He maintained pretty good grades and kept his nose clean. Probably could have gotten into a higher-tier college but wouldn’t have been able to afford it, so he went to a community college and got his degree in Social Work. Apparently, he still had some issues over the whole thing that he needed to work out. 

Tony moved through his stretches and tried to pull his mind away from that whole frantic plane ride back to the states. Thank god for Pepper, or he would have put his suit on and flown to get Penny himself. He couldn’t even imagine how much pain he’d be in today if he’d done that. 

Instead, Pepper had wiped her eyes, picked up her phone and said, “Well, I guess we’ll need to move up our timeline. I hope Penny doesn’t mind.” Then she’d harassed four lawyers, a councilwoman, and a judge out of bed while Tony tried to keep Morgan occupied while struggling not having a complete mental breakdown.

Sure, he’d known he’d gotten attached to the kid the past couple of months - who wouldn’t? She was kind down to her very bones, brave, and smart as hell. Just sassy enough to be funny without ever crossing the line into cruelty and she never used her superpowers to try and intimidate or hurt innocent people. 

Penny Parker was one of a kind, and seeing that text on Pepper’s phone had brought into focus for him that he wasn’t just attached - he loved her. She was his kid.

It wasn’t like they would have lost her forever, but they would have had to go through bureaucratic bullshit that would take weeks once she crossed state lines. Tony couldn’t believe that they’d been trying to send her to New Jersey in the first place. Apparently all the homes for troubled youth were full in New York. Go figure.

He stood with a grunt, already feeling a bit better after stretching, and took a couple of ibuprofen before slipping out of the bedroom in a sweatsuit. He could hear music playing down the hall, now, and he raised a brow when he realized it was the Fine Young Cannibals. Kid-friendly, but a bit upbeat for four-thirty in the morning. There was also the sweet, heady smell of something baking and it made his stomach churn. He never had been much of a morning eater.

He exited the hallway and stopped, still mostly hidden in the archway. Covering his mouth to keep from laughing out loud, he took in the chaos of his kitchen with wide eyes.

There were bowls piled up in the sink, light and dark batter dripping down their sides. One whole counter was covered in cooling cupcakes that alternated between chocolate and vanilla. 

Morgan was sitting on the island with a bowl in her hand, stirring and bobbing her head up and down, singing at the top of her lungs and laughing while Penny spun around, her own bowl clutched tightly in her arms while she used her spatula as a microphone. She was either unaware or uncaring of the light blue frosting dripping down it onto her hand. There was a smudge of pink on her cheek and her hair was springing out of its high ponytail.

They were both still in their pajamas, Penny in the warm blue ones she’d stared at so reverently the night before and Morgan in a mismatched set of pink and orange. How someone with Stark blood running through their veins managed to dress so horrendously he’d never know. Pepper insisted that they let her have autonomy over her wardrobe, though, so Tony tried to let it go. Really.

Morgan broke off into giggles when Penny did a complicated flip that somehow didn’t send her frosting flying out of its bowl while she yelled out the words of the chorus, though they came out a little garbled through her own laughter. Her cheeks were red and her eyes were bright and it felt like Tony’s ribs had constricted when he remembered that she was theirs now. 

He didn’t have to drive her back to the group home and watch her walk inside at the end of the day. She was _ theirs. _ Two arms wrapped around him from behind just as both girls set their bowls aside so Penny could lift Morgan off the counter and spin her around to the beat of some pop song that had started up. 

He turned so he could raise a brow at Pepper as if to say, _ Can you believe this? _

She grinned and leaned over to kiss him before padding out to the kitchen. “Is this a private party?” she called. 

Penny turned and smiled at her, looking a little sheepish but not surprised. She’d probably heard them coming. They'd need to keep her super-hearing in mind now that she lived with them. “Did we wake you?”

“Nope,” Tony said, following after Pepper. He stopped and looked around at the disaster the kitchen had become. “So. What’s going on here?”

Morgan wiggled out of Penny’s hold and dashed over to Tony, grabbing his hand and dragging him into the kitchen. “I had a bad dream and was sad, so Penny brought me in here to make cupcakes!”

Tony looked over at Penny, who shrugged and handed Pepper a bowl of green frosting and a piping bag. “Uncle Ben used to do baking parties with me when I had nightmares. They helped.”

It hurt Tony’s heart, thinking of everything she’d lost. He put his hand on the back of her neck and squeezed lightly. “Well, then, General Cupcake. Where do you need me?”

They spent the next two hours carefully piping frosting and listening to (terrible) music. By the time the last cupcake was frosted Tony's cheeks hurt from laughing so much and even Pepper had frosting in her hair.

They were sitting at the table eating cupcakes and bacon for breakfast when Pepper broke the light atmosphere. “Morgan, Happy is going to take you swimming in a few minutes.” Morgan cheered and Tony winced at the green frosting in her teeth. He did not envy Happy, dealing with the sugar rush. 

“Can Penny come?”

“Mom and I need to talk to Penny for a bit. Maybe when you’re done we can all watch movies and eat popcorn, though, alright?”

Morgan sent him an unimpressed look but didn’t complain when Happy came to collect her a few minutes later. Penny was fiddling with her napkin and not meeting their eyes. He looked over at Pepper, unsure how to begin.

She sighed and reached across the table to put her hand gently on Penny’s, who finally looked up at them. She still had pink frosting on her cheek. “Sweetheart, why didn’t you call us?” 

Penny bit her lip. “I felt like I’d ruined everything, and that you wouldn’t want someone around who was dumb enough to get herself sent to -” She sniffled and turned to stare out the window, watching the snow that was falling lightly on the city. 

“You can always call us, Penny. Maybe that wasn’t obvious before because we hadn’t told you what you meant to us yet, and I’m sorry about that. We just wanted to make sure we’d be able to move forward with the guardianship before we talked to you.”

Penny licked her lips and turned back to them, staring at Pepper’s hand still covering her own. “You didn’t want to get my hopes up if it didn’t work out.”

“No,” Tony broke in. “There was never any question we would make it work, kid. I’m Tony Stark, I wasn’t letting some bureaucrats keep you from us. We just didn’t want you to have to deal with the waiting and stress of the process.”

Pepper elbowed him, though it was light. “Of course, you still have a choice,” she said calmly and Tony leaned back, watching Penny’s expression carefully. He was fairly certain, after yesterday, that she’d want to stay. Tony still remembered the way she’d collapsed against him when he’d showed up at Queensborough the day before. 

_ I wished I could be yours. _ That’s what she’d said. Tony wanted to go back in time and smack himself upside the head for not insisting they tell her what they were doing. The whole time she’d assumed they didn’t want her. He tightened his metal hand, hidden under the table, into a fist.

“If you don’t want to stay with us we’ll make sure you find a place in the city,” Pepper said. 

“But just to be clear, we want you here. We want you to stay, and after the waiting period we want to file for adoption,” Tony said, not wanting to give the kid a chance to drop into a doubt spiral.

Penny’s lower lip trembled. “You really want to adopt me?”

“We love you, Penny. We both see you as our daughter. I understand that you’ve only known us for a few months, but -”

Pepper cut off when Penny said, “I love you, too. I want that, too. I - thank you.” There was a wet sheen across her eyes but her smile was wide and genuine and Tony knew they were going to be just fine. 

It wasn’t until after Morgan had fallen asleep during their movie marathon that Penny said, “Um, can we talk about Hanson?”

Tony met Pepper’s gaze over the top of the girls’ heads. Penny was curled up against her and Morgan was squished between her and Tony, mouth open and air wheezing adorably with every breath.

“What about him, sweetheart?” Pepper asked.

“You aren’t going to get him fired, are you?”

“Kid, he got himself fired when he forced us to wake up half the city council.”

“But - he was just doing his job! It was my fault -”

“No,” Pepper said firmly. “He was being cruel. I looked into your last strike and it was the same deal. Five minutes after curfew. If this was a grounding or extra chores or something, fine. But it’s not. It’s threatening to take children’s homes away.”

Tony took in the stubborn set of Penny’s jaw and sighed. “Penny.” She looked over at his gentle tone. “Do you really want him to have power over your friends who are still at the home?”

Her mouth parted and the angry crease between her brow smoothed. “I -”

“Being a hero takes a lot of self-sacrifice, kiddo, and it can be hard not to let that bleed into the rest of your life. Believe me, I know. You think, ‘I’m stronger than this person, I have more than them, so I can take it.’ What you don’t realize is that you’re setting precedent. You’re teaching this person - this bully, teacher, colleague, whatever - that it’s okay to treat other people that way.”

“So I’m supposed to punish them? That - that’s not what Spider-woman or Penny Parker is about. I just want to help people, not hurt them.” Her voice was softer now, though, more thoughtful.

“No. I’m saying that you should treat yourself with the same amount of respect you do others. And that you need to recognize that if Hanson did this to you, he’ll eventually do it to someone else. You want me to let this go, to step in and stop him from losing his job, but I don’t feel comfortable letting him have power over children after this. So the answer is no. I won’t push for him to be fired but I certainly won’t try to stop it.”

Tony kept his tone level but implacable. He wanted to give in when Penny’s face crumpled but didn’t. There was an important lesson here for Penny to learn, one he wished he’d internalized long before he did. Being a hero didn’t make your life less important than others. There was a time for self-sacrifice, but there was also a time to keep yourself safe and finding that balance was _ hard. _

He wasn’t going to let her bumble through it on her own like he did.

“Okay,” Penny said after a few minutes of silence. “You - you’re right. He probably wouldn’t be very nice to some of the other kids, especially Lenny.” She hesitated, then said, “he could be really nice, too, you know. To the kids that were more...”

“Average?” Tony said and then made an outraged sound when Pepper smacked him.

Penny sent him a disapproving look. “He just never liked that I got a scholarship, or that my test scores were so much higher than everyone else’s. He assumed that I thought I was better than the others, I guess.”

“It’s the cost of being great, kid. Someone will always hate you for it.”

“Don’t listen to him, he’s been delusional as long as I’ve known him,” Pepper said. “But it is true that you are exceptional in many ways, Penny, and sometimes people will target you for it. Especially once it gets out that you’re a Stark.”

Penny blinked up at her. “You want me to be a Stark?”

Tony wondered how someone could be so smart and such an idiot at the same time. “Didn’t we already talk about this? Adoption? You’re our daughter? We love you?”

Penny’s cheeks turned red. “I mean, yeah, but I didn’t think...can I keep the name Parker, too?” she asked in a small voice.

“Of course,” Pepper said. “Whatever you want. Even if you don’t want the name Stark, you’ll still be a part of the family.”

“I do! I mean, I do, but my middle name is lame, anyway. Maybe I could just be Penny Parker Stark. A hyphenated name would be annoying.” 

She turned to Tony for approval, something he noted she did a lot with more than a bit of warmth, and he nodded. “That sounds good, Penny. That sounds really good.”

000

Penny grabbed Melissa first thing and dragged her down the hall and into the library, ignoring her protests about being late for class. When they got to a quiet corner in the back she turned towards her and bounced up on her toes.

“Penny, are you alright? You missed two days of school and just sent me that one text -”

“They’re adopting me!” she blurted and Melissa faltered. 

“What?”

Penny reached out and grabbed her hands, looking around before leaning closer to her. “The Starks. They - I got a strike on Tuesday night -”

“Penny! I knew I should have ordered you a car,” Melissa hissed but her own eyes were lighting up with realization.

“They were going to send me to New Jersey to a home for troubled youth, it was awful.” Melissa put her hand over her mouth but didn’t interrupt. “I was about to get into the car to leave when Tony showed up - they’d come straight from Germany and made a judge and a bunch of city council members get out of bed to make sure they could take me and he just, he said.” Penny swallowed and looked down. “He told them to let go of his _ daughter. _ He called me his daughter! And they’re my guardians now and they want to adopt me -”

Melissa pulled her into a hug. “I’m so glad, Penny,” she said softly. “I hated that you didn’t have a family. Mine is weird but they’re - I still have them, and you were all alone.”

Penny squeezed her eyes shut and clung to her. “That’s not true. I mean, I was for a while but then - then I met you.”

Melissa pulled back and smiled at her. Her eyes were bright but she wasn’t crying. Then she gasped and her hands tightened where they’d landed on Penny’s forearms when they broke their hug. “Holy shit, Pepper and Tony Stark are adopting you!”

Penny laughed and joined her in her excited bouncing. “I know! It’s like - it’s like a dream, right? I can’t believe it’s real.”

“You deserve it,” Melissa said firmly.

Penny ducked her head. “Will you come to dinner this weekend? Pepper wants to meet you and Tony wants to have a proper conversation with you. Since I told them that you - you’re my best friend.” 

“I’d like that,” Melissa said. Her cheeks were red and Penny thought she might actually start crying. Then the warning bell rang and they had to rush off to their first classes. 

Penny didn’t stop smiling all day. Even Flash left her alone, which felt like a sign from the gods, one that said, _ yes, you deserve this, it’s okay. _

She texted Lenny at lunch. _ If I stop by Queensborough after school will you be there? _

A reply came in a few minutes later. _ Yep _

She rolled her eyes at his terse reply. He was like that every time they texted, though, so she didn’t take offense. She bit her lip and texted Tony next to see if he minded her going to pick up her bracers after school. His reply was almost instantaneous and much warmer than Lenny’s.

_ Morgan and I will pick you up and take you there, kiddo. I wanted to talk to Jonie anyway. What do you want for a snack? Please say cupcakes. Pepper brought some down to the office with her yet somehow we still have a million cupcakes _

She giggled and showed Melissa the text when she looked over at her from the book she was reading while she ate. She’d already told her about how Morgan had crawled into bed with her, shaking from a bad dream, and how Penny had shown her the Parker tradition of baking parties. It was humbling, the way the Starks were okay with her bringing little bits of her past along with her.

_ Cupcakes r good _

The drive to Queensborough was filled with Morgan’s chatter for the first half while Penny ate her cupcakes and Tony navigated through after-school traffic. When Morgan wound down Tony glanced over at Penny.

“What’s the damage from missing two days of school, sweetheart?”

Penny bit the inside of her lip to keep herself from smiling stupidly at the endearment. “Not too bad. Melissa took notes for me and I have until Monday to get my work done. I do have to take a make-up quiz on Friday after school, though.”

He reached out and ran a hand through her hair after coming to a stop at a red light. “Good,” he said absently. “I need to talk to your principle about the change in guardianship, anyway. I’ll see if he has time while you’re taking your quiz.”

Penny had a feeling Mr. Morita would have no issue with accommodating Tony’s schedule. “Okay,” she said, voice coming out in a squeak, still stuck on the casual gesture of affection.

He flashed a grin at her before going back to grumbling about the other drivers on the road. They pulled up to Queensborough not long after, which looked the same as it had three days ago but also so, so different. Penny rested her hand on the handle and stared at the freshly painted door. It looked so much better than it had before Tony and Pepper had donated all that money.

She’d lived there for nine months of her life and it hit her that she would miss it, in some ways. The bustle, Jonie’s unending patience, the way Lenny was a bear in the mornings until he’d eaten.

“We don’t have to go in, kiddo,” Tony said after her hesitation went on too long.

Penny swallowed before opening the door and stepping out. She shut it behind her and shifted from foot to foot on the sidewalk while she waited for Tony to get Morgan out of her booster seat. He put an arm around her shoulders and let Morgan cling to his other hand and they set off together towards the front door. 

It opened before they knocked and then Penny was being pulled into a hug by Jonie. “I’m so happy for you,” she said fiercely before stepping back. Just as Penny always suspected, Jonie was a superb hugger.

Penny wiped at her eyes with the back of her hand and smiled. “Thanks, Jonie.”

She grinned and gestured for them to come inside. “Alright, alright, come in, it’s freezing.”

Penny left Tony in the kitchen with Jonie, talking in low voices, and was unsurprised when Morgan went straight for a group of the younger kids playing Candy Land in the corner of the living room. She felt the eyes on her back as she made her way to the room Lenny shared with two other boys.

The door was open and only Lenny was inside, lounging on his bed reading something that looked horribly dry and boring. “Hey, Lenny.”

He pulled his attention from the book and for a long moment just stared at her. “Well, you aren’t in Jersey.”

Penny grinned and walked into the room, taking his words as an invitation. She left the door open and sat gingerly on the edge of his bed. “No. You were right. Tony and Pepper didn’t let me go to New Jersey.”

He tilted his head to the side. “Jonie told me you’re living with them now.”

“Yeah. They’ve been going through the approval process to become foster parents. I guess they’d planned on asking me next week but I got myself a third strike first.”

He set the book aside. “They fired Hanson.”

Penny picked at a loose thread on his blanket and didn’t respond. She still wasn’t sure what to think about all that. Lenny snorted, then leaned over to open the drawer on his bedside table and pulled out her bracers. She took them with a sigh of relief, letting the familiar cool band of metal shrink to fit her wrists. “Probably shouldn’t leave those just lying around. You’ll need your suit when Spider-Woman gets into trouble.”

Penny stiffened. “W-what?”

Lenny rolled his eyes, but he leaned forward and lowered his voice. “Please, all those ‘walks’ you go on? Then Spider-Woman saves the Stark kid and a week later has a fancy new suit, right when _ you _ get a fancy new Stark internship? I wasn’t sure at first, but the day after you came in late, I saw an update on Twitter from some girl that Spider-Woman saved a few blocks away, pretty much at the time you shoulda been home.”

Penny opened her mouth, then closed it. Lenny just watched her with a small smile on his face. Eventually she managed to say, “Are you going to-”

He leaned back against the pillow. “Nah. I ain’t telling anyone, I promise. Nobody else seems to have figured it out, though I bet your cute friend will soon. She’s smart.” 

“You mean Melissa?” He’d met her a few times in passing, but Penny didn’t think they’d talked long enough for him to know just how smart she was.

“Yeah, her,” he said casually. 

She licked her lips and watched him closely. Her spidey sense was quiet, so she let herself relax. “Thanks, Lenny.” 

He shrugged and picked up his book. “Won’t be the same here without you.”

“Well we, I mean, we can still be friends, right?”

This time when he smiled it was a mean, bitter thing. “Gonna keep slummin’ it with your orphan friends in Queens?”

“Excuse you, but technically I am still an orphan from Queens. And I’m not going to stop talking to you just because I - well, just because. So deal with it, Lenny.” 

He stared up at her and for once he was something other than cooly cynical or faintly amused. It only lasted for a moment, of course, before he smoothed the surprise from his expression. “Huh. Yep, I can definitely see the,” he made webbing motions with his hands, “in you. Fine, we can be friends, I guess.”

Penny rolled her eyes. “Come over for dinner this weekend. Melissa is coming to meet the Starks properly since she’s my friend and, well, I want you to be there, too.”

To her surprise Lenny’s cheeks, already a deep brown, flushed darker. “Yeah, alright. Don’t get your socks in a twist.”

Penny huffed, but she was smiling. “Thanks for holding onto these for me, Lenny. I’ll text you about dinner.”

He just hummed and turned the page in his book. Penny shook her head and went to find Tony.

She was ready to go home.

**Notes for the Chapter:**

> I added this to a series called Falling Up. I'll be adding a few one-shots to finish off some of the little plot points (such as following up on Morgan's kidnappers, the robotics club, the adoption, etc). I wrote a lot more but in the end, it just felt right to end this particular part here. 
> 
> If you're interested in seeing how the rest ends I would subscribe to the Falling Up series. :)


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